Common use of Self-Help Rights Clause in Contracts

Self-Help Rights. If (i) Overlandlord fails to make repairs or perform its maintenance obligations with regard to the Premises in accordance with the Xxxxxxxxx then, upon written request of Tenant, Landlord shall provide to Overlandlord the notices referenced in Section 15.04 of the Xxxxxxxxx and (ii) the other conditions necessary for Landlord to exercise the Self Help Right with regard to the Premises pursuant to Section 15.04 of the Xxxxxxxxx are met including, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as set forth in Section 15.04 of the Xxxxxxxxx ("Overlandlord's Cure Period"), then Tenant shall have the right to exercise such Self Help Right provided (a) Tenant is not then in default under this Sublease, beyond notice and applicable cure periods, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery of the notice described in the foregoing clause (b) that Landlord elects to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) Tenant's exercise of the Self Help Right shall be performed entirely within the Premises and shall not affect any portion of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoing, Tenant shall cease immediately exercising such Self Help Right upon notice that Overlandlord has declared such exercise a default under Xxxxxxxxx.

Self-Help Rights. If (i) Overlandlord If, for any reason other than Lessee Delays, Lessor fails to make repairs achieve any Phase or perform its maintenance obligations with regard to Sub-phase on or before the Premises respective Target Date for such Phase, and the Works have not been completed in accordance with the Xxxxxxxxx thenfollowing sixty (60) calendar days, upon written request in case of TenantPhase I, Landlord shall provide to Overlandlord the notices referenced in Section 15.04 of the Xxxxxxxxx 30 days for Phase H and (ii) the other conditions necessary 15 days for Landlord to exercise the Self Help Right with regard to the Premises pursuant to Section 15.04 of the Xxxxxxxxx are met includingSubphases III- A and III- B, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as set forth in Section 15.04 of the Xxxxxxxxx ("Overlandlord's Cure Period"), then Tenant Lessee shall have the right to exercise give Lessor a written notice that it intends to complete the portion of Lessor's Work necessary to achieve such Self Help Right provided delivery, and if Lessor fails to complete such portion of Lessor's Work within thirty (a30) Tenant calendar days after Lessor receives such notice. Lessee shall have the right to perform such portion of Lessor's Work, at Lessor's expense. If due to the nature of the works it is impossible for the Lessor to finish them in thirty (30) days, it win have to begin all necessary actions in order to finish them, and if it does, it will have an additional reasonable term to finish to be approved by Lessee. If Lessor has not started all actions required in order to do so within fifteen (15) days after Lessor receives such notice, and, in any event, if the Lessor has not completed the work after the additional reasonable term approved by Lessee, then the Lessee will be allowed to complete the Lessor's Work, at Lessor's cost and expense. Lessor will reimburse Lessee for the costs so incurred by Lessee within thirty (30 days) after Lessee delivers to Lessor all invoices corresponding to such costs, that have to be invoices with legal and tax effects in Costa Rica, unless both parties agree that payment is made by means of deduction of the total amount owed for such costs from the next monthly rent payment thereafter due under this Lease and, if such rent payment is not then in default under this Subleaseenough, beyond notice by deducting from the following months, until the complete amount owed and applicable cure periods, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period its interests has expired and Overlandlord's failure to make repairs or perform its maintenance obligations with regard been credited to the Premises continues uncuredLessee. Lessee may only take over Lessor's Work, (c) Landlord provided that Lessee does not exercise its right to terminate the Lease. Once the Lessee has taken over Lessor's Work, Lessor will no longer be responsible for further or new delays not notified Tenant within two (2) Business Days following delivery of the notice described in the foregoing clause (b) that Landlord elects attributable to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) Tenant's exercise of the Self Help Right shall be performed entirely within the Premises and shall not affect any portion of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoing, Tenant shall cease immediately exercising such Self Help Right upon notice that Overlandlord has declared such exercise a default under XxxxxxxxxLessor.

Self-Help Rights. If (i) Overlandlord fails to make repairs or perform its maintenance obligations with regard to the Premises in accordance with the Xxxxxxxxx then, upon written request of Tenant, Landlord shall provide to Overlandlord the notices referenced in Section 15.04 of the Xxxxxxxxx and (ii) the other conditions necessary for Landlord to exercise the Self Help Right with regard to the Premises pursuant to Section 15.04 of the Xxxxxxxxx are met including, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as Notwithstanding any provision set forth in Section 15.04 this Article 7 to the contrary, if Tenant provides written notice to Landlord and any mortgagee of Landlord (of whom Tenant is notified), of an event or circumstance which requires the action of Landlord and which if not performed will materially and adversely prevent Tenant from operating its permitted business from the Premises and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice (but in any event not later than thirty (30) days after receipt of such notice, except in cases where there is an immediate threat of material and substantial property damage or immediate threat of bodily injury, in which case such shorter period of time as is reasonable under the circumstances, unless such repair would normally take longer (and Landlord has commenced said repair work within said thirty (30) day period)), then provided that Tenant’s performance of such repair or maintenance will not void any applicable warranties covering such repair or maintenance, Tenant may proceed to take the required action upon delivery of an additional five (5) business days notice (except in the case of an emergency in which such additional notice will not be required) to Landlord and any mortgagee of Landlord (of whom Tenant is notified) (which additional notice must clearly specify that Tenant is taking such required action), and if such action was required under the terms of the Lease to be taken by Landlord and was not taken or commenced by Landlord within such five (5) business day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual reasonable costs in taking such action. In the event Tenant takes such action, and such work will affect the Systems and Equipment or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such Systems and Equipment or structural components unless such contractors are unwilling or unable to perform, or timely perform, such work or the fees charged by such contractors materially exceed the rates of similarly qualified contractors in the vicinity of the Building, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings and who are reasonably approved by Landlord in writing. Within thirty (30) days after receipt of a reasonably particularized invoice from Tenant of its costs of taking action which Tenant claims should have been taken by Health Management Systems Xxxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxx shall reimburse Tenant the amount set forth in such invoice. If, however, Landlord delivers to Tenant within thirty ("Overlandlord's Cure Period"30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall have the right not be entitled to exercise such Self Help Right provided (a) reimbursement, but as Tenant’s sole remedy, Tenant is not then in may proceed to claim a default by Landlord under this SubleaseLease. Tenant agrees to indemnify and hold Landlord harmless from any injury, beyond notice and applicable cure periodsdamage, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make claim or cause of action which results from Tenant’s gross negligence or willful misconduct in the performance of such repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery of the notice described in the foregoing clause (b) that Landlord elects to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) Tenant's exercise of the Self Help Right shall be performed entirely within the Premises and shall not affect any portion of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoing, Tenant shall cease immediately exercising such Self Help Right upon notice that Overlandlord has declared such exercise a default under Xxxxxxxxxmaintenance.

Self-Help Rights. If Notwithstanding any provision set forth in this Article 7 to the contrary, if Tenant provides written notice to Landlord and any mortgagee of Landlord (i) Overlandlord of whom Tenant is notified), of an event or circumstance which requires the action of Landlord and which if not performed will materially and adversely prevent Tenant from operating its permitted business from the Premises and Landlord fails to make repairs provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice (but in any event not later than thirty (30) days after receipt of such notice, unless such repair would normally take longer (and Landlord has commenced said repair work within said thirty (30) day period)), then provided that Tenant’s performance of such repair or perform its maintenance obligations with regard will not void any applicable warranties covering such repair or maintenance, Tenant may proceed to take the Premises in accordance with required action upon delivery of an additional five (5) business days notice to Landlord and any mortgagee of Landlord (of whom Tenant is notified) (which additional notice must clearly specify that Tenant is taking such required action), and if such action was required under the Xxxxxxxxx thenterms of the Lease to be taken by Landlord and was not taken or commenced by Landlord within such five (5) business day period, upon written request then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s actual reasonable costs in taking such action. In the event Tenant takes such action, and such work will affect the Systems and Equipment or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on such Systems and Equipment or structural components unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in first class buildings and who are reasonably approved by Landlord in writing. Within thirty (30) days after receipt of a reasonably particularized invoice from Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, Landlord shall provide to Overlandlord reimburse Tenant the notices referenced in Section 15.04 of the Xxxxxxxxx and (ii) the other conditions necessary for Landlord to exercise the Self Help Right with regard to the Premises pursuant to Section 15.04 of the Xxxxxxxxx are met including, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as amount set forth in Section 15.04 such invoice. If, however, Landlord delivers to Tenant within thirty (30) days after receipt of Tenant’s invoice, a written objection to the Xxxxxxxxx payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive ("Overlandlord's Cure Period"in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall have the right not be entitled to exercise such Self Help Right provided (a) reimbursement, but as Tenant’s sole remedy, Tenant is not then in may proceed to claim a default by Landlord under this SubleaseLease. Tenant agrees to indemnify and hold Landlord harmless from any injury, beyond notice and applicable cure periodsdamage, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make claim or cause of action which results from Tenant’s performance of such repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery of the notice described in the foregoing clause (b) that Landlord elects to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) Tenant's exercise of the Self Help Right shall be performed entirely within the Premises and shall not affect any portion of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoing, Tenant shall cease immediately exercising such Self Help Right upon notice that Overlandlord has declared such exercise a default under Xxxxxxxxxmaintenance.

Self-Help Rights. If (i) Overlandlord fails Should any Party fail to make repairs or perform its maintenance obligations with regard hereunder, then any other Party (the “Performing Party”) shall be entitled to perform such maintenance obligations and bill the Premises defaulting Party for any costs incurring in accordance with performing the Xxxxxxxxx thendefaulting Party’s maintenance obligations provided that, upon written request except in the case of Tenantan emergency, Landlord the Performing Party shall provide to Overlandlord first notify the notices referenced in Section 15.04 defaulting Party of its failure, specifying the nature of such failure, and the defaulting Party shall have thirty (30) days after receipt of the Xxxxxxxxx notice to perform the obligations, or such additional time as may be reasonably required so long as the defaulting Party has commenced the performance of its maintenance obligations within such thirty (30) day period is diligently pursuing performance of such obligations, before the Performing Party may proceed to correct the failure itself. The Performing Party will bill the defaulting Party within ninety (90) days of full completion of such maintenance work and the defaulting Party shall reimburse the Performing Party within thirty (ii30) days of receipt of such invoice. After thirty (30) days such invoice will accrue interest at twelve percent (12%) per annum (the other conditions necessary for Landlord to exercise “Default Rate”) until paid, provided that any such rate shall not exceed the Self Help Right with regard to highest rate permitted by applicable law. All invoiced amounts due shall constitute a charge on and lien against the Premises applicable Parcel, and pursuant to Section 15.04 10 below, the Performing Party may foreclose the lien against the Parcel and improvements thereon, and interest, costs and reasonable attorneys’ fees and court costs of such action or foreclosure shall be added to the amount of the Xxxxxxxxx are met including, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as set forth in Section 15.04 of the Xxxxxxxxx ("Overlandlord's Cure Period"), then Tenant shall have the right to exercise such Self Help Right provided (a) Tenant is not then in default under this Sublease, beyond notice and applicable cure periods, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery of the notice described in the foregoing clause (b) that Landlord elects to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) Tenant's exercise of the Self Help Right shall be performed entirely within the Premises and shall not affect any portion of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do soinvoiced amount. Notwithstanding the foregoing, any default notice sent to Tenant pursuant to this Section 9 or this Declaration generally, shall cease immediately exercising such Self Help Right upon notice that Overlandlord has declared such exercise be delivered concurrently to Lot 1 Owner and Lot 1 Owner shall have the right, but not the obligation, to cure Tenant’s default within the cure periods specified herein and Lot 2 Owner shall not pursue any remedy available to it as a result of any Tenant default under Xxxxxxxxxunless Lot 1 Owner fails to cure same within the time period specified above.

Self-Help Rights. If (i) Overlandlord In the event that Landlord fails to make perform any repairs or perform its maintenance obligations with regard to the Premises Building’s electrical or communications or HVAC systems or other essential Building systems or services to the extent that such systems or services are the obligation of Landlord under this Lease, including elevator systems and the roof of the Building, and the failure to perform such repairs will materially affect Tenant’s ability to conduct business in accordance with the Xxxxxxxxx thenPremises, upon and such failure continues for more than ten (10) Business Days (one (1) Business Day in the event of any imminent threat to persons or material damage to property) after written request notice thereof from Tenant to Landlord, Tenant shall deliver a further written notice (“Tenant’s Self-Help Notice”) to Landlord stating in BOLD PRINT the consequences of Landlord’s failure to commence to effect such repairs within five (5) Business Days (immediately in the event of imminent threat to persons or material damage to property) after receipt by Landlord of such further notice. If within five (5) Business Days (or immediately, if applicable) after receipt of Tenant’s Self-Help Notice Landlord does not commence to effect such repairs, Landlord shall provide to Overlandlord the notices referenced in Section 15.04 of the Xxxxxxxxx and (ii) the other conditions necessary for Landlord to exercise the Self Help Right with regard to the Premises pursuant to Section 15.04 of the Xxxxxxxxx are met including, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as set forth in Section 15.04 of the Xxxxxxxxx ("Overlandlord's Cure Period"), then Tenant shall have the right (but not the obligation) to exercise such Self Help Right provided perform the maintenance or repairs so required of Landlord hereunder, at Landlord’s sole cost and expense, in which event Landlord shall reimburse Tenant for any costs and expenses actually paid, sustained or incurred by Tenant in connection therewith within twenty (a20) Tenant is not then in default under this Sublease, beyond notice and applicable cure periods, days after Tenant’s written request therefor (b) Tenant which request shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery be accompanied by reasonable evidence of the notice described amount of any such costs); provided, however, that in no event shall Tenant have the foregoing clause (b) that Landlord elects right to exercise the Self foregoing self-help right in connection with any such failure of Landlord to perform any such maintenance and/or repairs to the extent that Landlord is diligently and continuously pursuing and using all commercially reasonable efforts to cure any such failure. Tenant’s Self-Help Right or thereafter Landlord fails to diligently prosecute Notice shall identify with specificity the applicable repair or maintenance to completion, (d) Tenant's exercise nature of the Self Help Right repairs to be undertaken by Tenant and the contractor to be engaged by Tenant to make such repairs. Any such contractor shall be performed entirely within the Premises obligated to follow all Building rules and regulations, and shall not affect any portion have in place insurance coverage similar to that described in Section VI of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoing, Tenant shall cease immediately exercising such Self Help Right upon notice that Overlandlord has declared such exercise a default under XxxxxxxxxAppendix C attached hereto.

Self-Help Rights. If Notwithstanding anything to the contrary ---------------- contained in this Lease, if (i) Overlandlord Landlord fails to make repairs perform any maintenance or perform its repair obligations of Landlord under this Lease (excluding any maintenance obligations with regard and repair to the Premises in accordance with the Xxxxxxxxx then, upon written request of Tenant, Landlord shall provide to Overlandlord the notices referenced in Section 15.04 base building structure and/or base building systems of the Xxxxxxxxx and Building); (ii) such failure materially adversely affects Tenant's ability to conduct its business in the other conditions necessary for Premises, and (iii) such failure is not cured within ten (10) business days (or such longer period of time if such cure cannot be accomplished within ten (10) business days, provided Landlord commences such cure within such ten (10) day period and diligently pursues such cure to exercise completion) after receipt of written notice to Landlord (and any mortgagee of which Tenant has been provided written notice) (the Self "Self-Help Right with regard to the Premises pursuant to Section 15.04 of the Xxxxxxxxx are met including, without limitation, the expiration of the applicable time period provided to Overlandlord to discharge its obligations as set forth in Section 15.04 of the Xxxxxxxxx ("Overlandlord's Cure PeriodNotice"), then Tenant shall have the right right, but not the obligation, to exercise have performed such Self Help Right provided (a) Tenant is not then in default under this Subleasemaintenance or repair. In such event, beyond notice and applicable cure periods, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery of the notice described in the foregoing clause (b) that Landlord elects to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) Tenant's exercise of the Self Help Right such work shall be performed entirely within by competent workmen whose labor union affiliations are not incompatible with those of any workmen then employed in the Premises Building Complex by Landlord, its contractors and subcontractors and such workmen shall not affect any portion of carry insurance which complies with the Xxxxxxxxx Premises outside of requirements set forth in Section 10.1(f) hereof. Subject to the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoingwaiver set forth in Section 10.3 hereof, Tenant shall cease immediately exercising indemnify, defend and hold harmless Landlord from and against any and all claims, damages, fines, judgments, penalties, costs, expenses, liabilities, or losses relating to any work performed by Tenant's workmen with respect to this Section 32.13. Within thirty (30) business days after receipt by Landlord of written notice from Tenant evidencing all commercially reasonable amounts incurred by Tenant in connection with the performance of any such Self Help Right upon notice that Overlandlord has declared maintenance or repair (the "Invoice Notice"), Landlord shall pay to Tenant all such exercise a default under Xxxxxxxxxamounts, together with interest thereon at the Default 35 Rate from the date of the Invoice Notice until the date on which such amounts are paid to Tenant in full.

Self-Help Rights. If Notwithstanding any provision set forth in the Lease to the contrary, if (i) Overlandlord fails Tenant provides prior written notice to make repairs Landlord of an event or perform its maintenance obligations circumstance which requires the action of Landlord with regard respect to the Premises in accordance with the Xxxxxxxxx thenrepair and/or maintenance, upon written request of Tenant, Landlord shall provide to Overlandlord the notices referenced in Section 15.04 of the Xxxxxxxxx and (ii) Landlord is, in fact, required to perform repairs and/or maintenance under the other conditions necessary terms of this Lease, (iii) Landlord fails to commence such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice (or within three (3) business days in the case of an emergency); provided, however, for purposes of this Section 24(c), to “commence” or "diligently pursue" shall include any steps taken by Landlord to exercise design, consult, bid or seek permit or other governmental approval in connection with the Self Help Right with regard necessary work (evidence of which Landlord shall deliver to the Premises pursuant Tenant promptly upon receipt of Tenant’s written request therefor), and (iv) Landlord’s failure to Section 15.04 take such action materially and adversely affects Tenant’s use and/or occupancy of the Xxxxxxxxx are met includingPremises, without limitationthen Tenant may proceed to take the required action after delivery of an additional five (5) business days’ notice to Landlord specifying that the reasonable cure period up to thirty (30) days (or 3 business day period, as applicable) has expired, the expiration specific action required and that Tenant intends to take or commence such required action. If such action is required under the terms of this Lease to be taken by Landlord and is not taken by Landlord within such five (5) business day period, then Tenant may proceed to take the required action and shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable and necessary, actual out-of-pocket costs and expenses in taking such action (and only such action as specified in the five (5) business day notice given to Landlord). Such amounts shall be promptly reimbursed by Landlord on the receipt from Tenant of a detailed invoice setting forth a particularized breakdown of the applicable time period provided costs and expenses incurred in connection with the action taken by Tenant. If Landlord fails to Overlandlord reimburse Tenant for any such costs and expenses and if Landlord fails to discharge its obligations as set forth in Section 15.04 of deliver written notice to Tenant within five (5) business days explaining Landlord's reasons that the Xxxxxxxxx amounts invoiced by Tenant are not due and payable by Landlord ("Overlandlord's Cure Period"a “Refusal Notice”), then Tenant shall have may offset such amounts together with interest at the right Interest Rate from the date of payment to exercise such Self Help Right provided (a) Tenant is not then in default the date of offset against the Rent payable under this SubleaseLease until paid in full. Landlord shall only be entitled to deliver a Refusal Notice for amounts which exceed the equivalent of one month of Base Rent; provided, beyond notice and applicable cure periods, (b) Tenant shall have provided written notification to Landlord that Overlandlord's Cure Period has expired and Overlandlord's failure to make repairs or perform its maintenance obligations with regard to the Premises continues uncured, (c) Landlord has not notified Tenant within two (2) Business Days following delivery of the notice described in however the foregoing clause shall not waive any right of Landlord under this Lease to otherwise consent to such amounts. If Landlord delivers a Refusal Notice, and if Landlord and Tenant, exercising good faith, are not able to agree on the amounts to be so paid by Landlord, if any, within ten (b10) that Landlord elects to exercise the Self Help Right or thereafter Landlord fails to diligently prosecute the applicable repair or maintenance to completion, (d) business days after Tenant's exercise receipt of the Self Help Right shall be performed entirely within the Premises and shall not affect a Refusal Notice, Landlord or Tenant may elect to have such dispute resolved by a referee in accordance with Section 51(c) below. If Tenant prevails in any portion of the Xxxxxxxxx Premises outside of the Premises, (e) Tenant's exercise of the Self Help Right would not reasonably be expected to interfere with Landlord's use or occupancy of, or rights to exercise the Self Help Right with respect to, any portion of the Xxxxxxxxx Premises outside of the Premises, and (f) Tenant shall notify Landlord prior to exercising the Self Help Right of its intention to do so. Notwithstanding the foregoingsuch proceeding, Tenant shall cease immediately exercising be entitled to offset the amount determined to be payable by Landlord in such Self Help Right upon notice that Overlandlord has declared proceeding together with interest at the Interest Rate from the date of payment to the date of offset against Tenant's next obligations to pay monthly Rent. In no event shall Tenant be entitled to offset any amount pursuant to this Paragraph 24(c) during any period in which Tenant is in Default. In the event Tenant takes such exercise a default under Xxxxxxxxxaction, and such work affects the Building Systems or the Building structure, Tenant shall use only those contractors used by Landlord in the Building for work on such Building Systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor(s) which normally and regularly performs similar work in other first class office buildings in the greater San Francisco Bay Area.