Common use of Self-Help Clause in Contracts

Self-Help. (A) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (Ai) If an Event of Default by Tenant hereunder, and (ii) any default by Tenant in the performance of such work under this Lease or as required by any applicable Additional Fee Mortgage Requirement, then, so long as (x) Landlord has provided Tenant is in existence thirty (30) days’ prior written notice thereof and continuingTenant has not cured such default within such thirty day period) and (y) an “Event of Default” has occurred under the Fee Mortgage Documents, Landlord shall have the right, but shall not be obligated, to enter upon from and after the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment occurrence of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in a default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 aboveunder any applicable Fee Mortgage Documents, then if to enter onto the Leased Property and perform any and all such work and labor necessary as reasonably determined by Landlord to complete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the holder of any such mortgage Leased Property from damage (at collectively, the option of such mortgagee) fails to “Landlord Work”). In connection with the foregoing, Landlord shall have the right: (i) commence to cure use any funds in the Cap Ex Reserve for the purpose of making or completing such default within the time periods specified in said Section 7.2 and Landlord Work; (ii) thereafter prosecute to employ such cure contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cureLandlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law required by any of the contract documents; (v) to prosecute and defend all actions or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses proceedings in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for Leased Property or the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence rehabilitation and repair of the costs so incurred by Tenant), Leased Property; and (vi) to do any and every act which Tenant might do in its own behalf to complete the Landlord has not, within ten Work. Nothing in this Lease shall: (101) business days of its receipt of Tenant's demand, given written notice make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration expend funds in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject addition to the last sentence of this paragraph, Cap Ex Reserve to make or complete any Landlord Work; (3) obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant shall have the right additional sums to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce make or complete any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermLandlord Work.

Self-Help. (Aa) If an Event Landlord fails to fulfill its obligations under this Lease, Tenant shall notify Landlord of Default of Tenant such non-performance. Except in the case where immediate response is in existence and continuingrequired to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) days after receipt of such notice from Tenant, Tenant shall have the right, but shall not be obligatedthe obligation, to enter upon the Premises carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance expenses incurred by Landlord is made Tenant in this Lease connection with respect to such default. In performing such obligationcure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord fails to pay Tenant the amount requested within said fifteen (together with 15) day period, such unpaid amounts shall accrue interest at the Default Rate (as defined in Section 8.22 below) which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and all costs Tenant hereby expressly waives such right, unless and expenses in connection until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the performance Lease which Tenant alleges that Landlord failed to perform, and such right of any such act by Landlord, set-off shall be deemed applicable only to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration amount of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has judgment not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded may be asserted by Tenant against installments of Rent thereafter coming due. (b) Amounts due from Landlord to which the Annual Fixed Rent Default Rate has been applied shall continue to accrue interest at the Default Rate after entry of judgment and Additional Rent payable under this Lease issuance of execution thereon until offset paid in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (Ai) If an Event of Default by Tenant hereunder and (ii) any default by Tenant in the performance of such work under this Lease or as required by any applicable Additional Fee Mortgage Requirement, then, so long as (x) Landlord has provided Tenant is in existence thirty (30) days’ prior written notice thereof and continuingTenant has not cured such default within such thirty day period) and (y) an “Event of Default” has occurred under the Fee Mortgage Documents, Landlord shall have the right, but shall not be obligated, to enter upon from and after the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment occurrence of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in a default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 aboveunder any applicable Fee Mortgage Documents, then if to enter onto the Leased Property and perform any and all such work and labor necessary as reasonably determined by Landlord to complete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the holder of any such mortgage Leased Property from damage (at collectively, the option of such mortgagee) fails to “Landlord Work”). In connection with the foregoing, Landlord shall have the right: (i) commence to cure use any funds in the FF&E Reserve or Cap Ex Reserve (as applicable) for the purpose of making or completing such default within the time periods specified in said Section 7.2 and Landlord Work; (ii) thereafter prosecute to employ such cure contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cureLandlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law required by any of the contract documents; (v) to prosecute and defend all actions or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses proceedings in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for Leased Property or the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence rehabilitation and repair of the costs so incurred by Tenant), Leased Property; and (vi) to do any and every act which Tenant might do in its own behalf to complete the Landlord has not, within ten Work. Nothing in this Lease shall: (101) business days of its receipt of Tenant's demand, given written notice make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration expend funds in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject addition to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term FF&E Reserve or Cap Ex Reserve (as the same may have been extendedapplicable) will be insufficient to fully reimburse make or complete any Landlord Work; (3) obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termadditional sums to make or complete any Landlord Work.

Self-Help. (A) If an Event of Default of Tenant is Sublandlord fails to make any repairs, maintenance or replacements to the Subleased Premises or the Common Area that are Sublandlord’s express responsibility under this Sublease and such failure has a material adverse effect on Subtenant’s operations in existence and continuingthe Subleased Premises, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to then Subtenant may perform such obligation notwithstanding repairs, maintenance and replacements unless Sublandlord commences the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord same within two (together with interest at the Default Rate (as defined in Section 8.22 below2) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant Business Days after receiving written notice from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to LandlordSubtenant; provided, howeverif the conditions giving rise to the need for such repairs or replacements create an imminent and material risk of personal injury or property damage at the Subleased Premises, then Subtenant may undertake such repairs, maintenance or replacements after endeavoring, in good faith, to contact Sublandlord regarding the need for the same, unless Sublandlord agrees to immediately begin diligent efforts to complete such repairs, maintenance or replacements. If Subtenant undertakes any repairs, maintenance or replacements pursuant to this Section 16(c) that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writingare Landlord’s responsibility under this Sublease, and (ii) Tenant may make such emergency repairs and charge then Sublandlord shall reimburse Subtenant for the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses that Subtenant incurs in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demandtherewith. If Landlord Sublandlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30pay any amounts that it owes Subtenant under this Section 16(c) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) Sublandlord’s receipt of a written invoice for such amount from Subtenant, then subject to the last sentence of this paragraph, Tenant Subtenant shall have the right to offset deduct such amounts from the amount of Base Rent until it is fully reimbursed for such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset amount; provided, (i) in full. Notwithstanding the foregoing, Tenant no event shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten such deductions exceed fifty percent (1050%) of any installment of Base Rent due hereunder, and (ii) Subtenant shall not have the right to deduct any such amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlordthe extent Sublandlord notifies Subtenant, unless the aggregate amount of such deductions over the remainder of the Lease Term (as in writing, that Sublandlord disputes the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded until such dispute is resolved by Tenant, in which event Tenant may effect such offset written agreement signed by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermSublandlord and Subtenant or a final and unappealable court order.

Self-Help. (Aa) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the rightmay, but shall not be obligatedobligated to, cure, at any time, without notice in case of emergency, or on reasonable notice in cases other than an emergency, any failure of Tenant to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease fully comply with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations or duties under this Lease. (B) In the event that Landlord shall be in , and/or any default in the performance of any of Landlord's obligations or breach by Tenant under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 aboveperiods; and whenever Landlord so elects, then all costs and expenses incurred by Landlord, including, without limitation reasonable attorney's fees, together with interest on the amount of costs and expenses so incurred at the rate of twelve percent (12%) per annum, shall be paid by Tenant to Landlord forthwith on demand, and shall be recoverable as additional rent. (b) If Landlord shall fail to make any repair required to be made by Landlord under this Lease, and such failure shall continue for thirty (30) days after receipt by Landlord of written notice from Tenant (or such additional time as is reasonably required to make such repair if Landlord or the holder of any commences such mortgage repair within such thirty (at the option of 30) day period and diligently pursues such mortgagee) fails repair to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curecompletion), Tenant may, but need shall not (and without limitation of any other rights and remedies be obligated to, upon prior written notice to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge repair on Landlord's behalf. If Tenant exercises such right, Landlord shall reimburse Tenant for the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act incurred by Tenant shall be payable to Tenant immediately on demandin making such repair. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord expenses within thirty (30) days after the issuance thereof) then subject written notice from Tenant to the last sentence of this paragraphLandlord, Tenant shall have the right to offset against rent such reasonable costs and expenses so incurred by Tenant. Any sum so reimbursed by Landlord to Tenant or offset against rent may be included in Operating Costs to the amount of such sums demanded by Tenant against extent the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) cost of the amount of Annual Fixed Rent which repair would otherwise have been due and payable included in Operating Costs if the repair were performed by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermLandlord itself.

Self-Help. (A) If an Event of Default of Tenant fails to make any payment or perform any act which Tenant is obligated to do under this Lease and (except in existence and continuingthe case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after fifteen (15) days’ notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises and to case of any emergency, make such payment or perform such obligation notwithstanding the fact that no specific provision for such substituted performance act on Tenant’s behalf. Such action by Landlord is made shall not waive or release Tenant from any obligations of Tenant in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryLease. All sums so paid by Landlord (in connection with such action, and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with Lease Interest Rate, from the performance date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to the Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In Effective as of the Final Expansion Premises Rent Commencement Date, in the event that of a Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 aboveSelf-Help Default (as hereinafter defined), then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within Landlord Self-Help Default on or before the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within date thirty (30) days (or such longer period time as is reasonably required to correct any such Landlord Self-Help Default so long as Landlord is diligently pursuing such cure) after Landlord’s receipt of written notice (“Tenant's demand therefor (’s Self-Help Default Notice”) from Tenant advising Landlord of such demand Landlord Self-Help Default and Tenant’s intent to include reasonable evidence of the costs so incurred by Tenantexercise its rights pursuant to this 16.19(B), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to cure such Landlord Self-Help Default. Landlord shall reimburse Tenant for any out-of-pocket costs reasonably incurred by Tenant to cure such Landlord Self-Help Default pursuant to this Section 16.19(B) (the parties agreeing, however, that the amount so offset or paid by Landlord to Tenant may be included in Operating Expenses to the extent permitted under this Lease). If Landlord fails to timely reimburse Tenant any amount properly due to Tenant pursuant to the this Section 16.19(B), and if Landlord fails to cure such failure within ten (10) days after Landlord receives written notice of such failure from Tenant, then Tenant shall have the right to deduct such amount from the next installment(s) of Landlord’s Tax Expenses Allocable to the Premises and Operating Expenses Allocable to the Premises thereafter due under the Lease, provided that the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than deduction may not exceed ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless any the aggregate amount of such deductions over any the remainder installment of Landlord’s Tax Expenses Allocable to the Premises and Operating Expenses Allocable to the Premises payable by Tenant with respect to any month. Any dispute as to whether Landlord owes Tenant any amount pursuant to this Section 16.19(B) shall be submitted to arbitration pursuant to Section 16.33. A “Landlord’s Self-Help Default” shall, subject to the next following sentence, be defined as: (i) failure by Landlord to perform any of Landlord’s service, maintenance or repair obligations under the Lease within the Premises or in any Tenant Controlled Common Areas which, pursuant to Section 2.2(E), Tenant has the right to direct Landlord to exclude other tenants of the Lease Term Building, (as the same may have been extendedii) will be insufficient failure by Landlord to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment maintain and repair any portion of Annual Fixed Rent in equal monthly amounts over the balance any roof of the remainder Building, the condition of which does not affect any other tenant of the Building (iii) any default by Landlord under the Garage License, after the giving of any applicable notice and the expiration of any cure periods under the Garage License and, (iv) upon the 100% Lease TermDate, failure by Landlord to maintain and repair the Building systems. In no event shall any Landlord’s Self-Help Default include any maintenance and repair obligations, the cure or performance of which would adversely affect any other tenant in the Building. If Tenant exercises its rights under this section 16.19(B), then any rent abatement pursuant to Section 7.3 shall cease as of the expiration of the time period within which Tenant should reasonably have cured such Landlord’s Self-Help Default.

Self-Help. (A) If an Event of Default of 25.01 Tenant covenants and agrees that if it at any time fails to make any payments or perform any act which it is in existence and continuingobligated to make or perform under this Lease, then Landlord shall have the rightmay, but shall will not be obligatedobligated to, after Tenant's time to enter upon the Premises and to make any such payment or perform any such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made act as provided in this Lease with respect has expired and any required notice has been given, and without waiving or releasing Tenant from any of its obligations under this Lease, make any such payment or perform any such act in such manner and to such defaultextent as is necessary and consistent with Tenant's obligations hereunder. In performing exercising any such obligationrights, Landlord may pay or incur reasonable costs and expenses, including, without limitation, reasonable attorneys' fees. Notwithstanding the foregoing, Landlord may make any such reasonable payment of money or perform any other such act before Tenant's time to do so (as provided in Article 8) has expired, if payment or performance of the same is reasonably deemed necessary. necessary or required prior to the expiration of the applicable grace period for the preservation or protection of the Building and/or Demised Premises. 25.02 All reasonable sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses or incurred in connection with the performance of any such act by Landlord, shall together with interest thereon from the date that the Landlord made such expenditure at the rate which CitiBank announces as its so-called prime rate or base rate, from time to time for the first month after the making of such expenditure, and thereafter at the rate of five (5) percentage points above the such prime lending rate or the maximum rate allowed by law, whichever is less, will be deemed to be Additional Rent under additional rent hereunder and, except as otherwise in this Lease and shall expressly provided, will be payable to Landlord immediately on demand. Landlord demand or, at the option of Landlord, may exercise the foregoing rights without waiving be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event Tenant shall at any time default in the performance of Default of Tenant is in existence and continuingany obligation under this lease, Landlord shall have the right, but shall not be obligated, to enter upon the Premises demised premises and to perform such obligation obligation, notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryact. All sums so paid by Landlord (together with interest interest, from the time paid by Landlord until the time Tenant repays the same to Landlord at the Default Rate (as defined set forth in Section 8.22 below(A) and all costs and expenses in connection with the performance of any such act by LandlordArticle V above), shall be deemed to be Additional Rent under this Lease additional rent and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights right without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that lease. If Landlord shall be in at any time default in the performance of any of Landlord's obligations obligation under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curelease, Tenant mayshall have the right, but need shall not (be obligated, to enter upon the demised premises and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge obligation, notwithstanding the reasonable cost thereof to Landlord; provided, however, fact that in the case of emergency repairs (i) no specific provision for such notice performance by Tenant is made in this lease with respect to Landlord and such mortgagee need not be in writingdefault. In performing such obligation, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord any payment of money or such mortgagee has not made such emergency repairs within a reasonable time after such noticeperform any other act. All sums so paid by Tenant (together with interest at interest, from the Default Rate) and all costs and expenses in connection with the performance of any such act time paid by Tenant until the time Landlord repays the same to Tenant, Default Rate set forth in Section (A) of Article V above), shall be payable to Tenant immediately on demand. Tenant may exercise the foregoing right without waiving any other of its rights or releasing Landlord from any of its obligations under this lease. If Landlord fails to shall not reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's ’s demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of may set off such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten from fifty percent (1050%) of the amount of Annual monthly Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termthereafter.

Self-Help. (A) If an Event of Default of Tenant is in existence and continuingthen exists, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryto the extent required to cure any such default. All sums so paid by Landlord (together with interest at the Default Rate rate of two percentage points over the then prevailing prime rate in Boston as set by Fleet National Bank or its successor (as defined but in Section 8.22 belowno event greater than the maximum rate permitted by applicable law) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) Landlord shall never be liable for any failure to make repairs which, under the provisions of this Lease, Landlord has undertaken to make unless: (a) Tenant has given notice to Landlord of the need to make such repairs, or of a condition in the Building or in the Premises requiring any repair for which Landlord is responsible; and (b) Landlord has failed to commence to make such repairs within a reasonable time after receipt of such notice. In the event that Landlord shall be in default in fails to make such repairs as are required of Landlord within thirty (30) days after written notice from Tenant to Landlord and to the performance holder of any mortgage on the Premises of Landlord's obligations under this Lease beyond which Landlord has given Tenant notice or of which Tenant has actual notice, specifying the expiration nature of such repairs (or if such repairs are of the applicable notice and cure periods provided in Section 7.2 abovetype which cannot be completed within thirty (30) days, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure making such default repairs within the time periods specified in said Section 7.2 thirty (30) days after such written notice from Tenant and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure repairs to completion with due diligence given the nature of such curerepairs), then thereafter at any time prior to Landlord’s or such mortgagee’s commencing such repairs or subsequent to Landlord or such mortgagee commencing such repairs if Landlord or such mortgagee has not prosecuted such repairs to completion with due diligence given the nature of such repairs, Tenant may, but need not (and without limitation of not, make such repairs to the extent required to remedy any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation situation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by However, in no event shall Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the against, withhold or deduct from Annual Fixed Rent and Additional Rent or additional rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right for any reason relating to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termthis Section.

Self-Help. (A) If an Event of Default of 13.1 Upon the failure by Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money observe or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at of the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance covenants or provisions of any such act by Landlord, shall be deemed this lease to be Additional Rent under this Lease and observed or performed by Tenant, where such failure shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other continue for a period of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days after written notice from Landlord to Tenant of such failure (except if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure and Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion), Landlord may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or any contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Xxxxxx agrees to reimburse Landlord therefor; provided that Landlord may cure any such default as aforesaid prior to the expiration of said thirty-day period but after notice to Tenant, if the curing of such default prior to the expiration of said thirty-day period is reasonably necessary to protect the real estate or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand therefor (such demand for any amount paid for the account of Tenant hereunder, said amount shall be added to include reasonable evidence and become due as part of the costs so incurred next payment of rent due hereunder. Except as specifically provided in Article XII, Landlord specifically waives its rights under paragraph 3 of Section 1161 of the California Code of Civil Procedure. To the extent Xxxxxx's failure to perform under this lease cannot reasonably be cured by Tenant)Landlord as provided in this Section 13.1, Tenant acknowledges that all legal and equitable remedies shall be available to Landlord including without limitation injunctions and specific performance except as termination rights are limited as provided in Article XII. 13.2 If Landlord shall default in the performance or observance of any agreement or condition in this lease, or shall default in the payment of any tax or other charge which shall be a lien upon the Demised Premises or in the payment of any installment of principal or interest upon any mortgage which shall be prior in lien to the lien of this lease, and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted shall not cure such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord default within thirty (30) days after notice from Tenant specifying the issuance thereof) default, (or if such default cannot reasonably be cured within such thirty-day period, then subject shall not within said thirty-day period commence to cure such default and thereafter prosecute the curing of such default to completion with due diligence), Tenant may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord and Landlord agrees to reimburse Tenant therefore or save Tenant harmless therefrom; provided that Tenant may cure any such default as aforesaid prior to the last sentence expiration of this paragraphsaid thirty-day period, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant but after said notice to Landlord, unless if the aggregate amount curing of such deductions over default prior to the remainder expiration of said thirty-day period is reasonably necessary to protect the Lease Term (as Demised Premises or Tenant's interest therein or to prevent injury or damage to persons or property or to permit Tenant to conduct its usual business operations in the same may have been extended) will be insufficient Demised Premises. If Landlord shall fail to fully reimburse Tenant upon demand for any amount paid for the account of Landlord hereunder, said amount demanded may be deducted by Tenant, Xxxxxx from the next or any succeeding payments of rent due hereunder or any other amounts due from Tenant to Landlord until Xxxxxx is thereby reimbursed therefor in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termfull.

Self-Help. (A) 9.16.1 If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in existence and continuingthe case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after ten (10) business days’ written notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving, or releasing Tenant from, any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default annual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A (or its successor) as defined its Base Rate and (b) two percent (2%) (but in Section 8.22 below) and all costs and expenses in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to the Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving , and if not promptly paid shall be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent. (B) In the event that 9.16.2 If Landlord shall at any time be in default pursuant to the terms and conditions of this Lease attributable to its failure to perform any act which Landlord is obligated to perform under this Lease, and (except in the performance case of any of Landlord's obligations under this Lease emergency) should such failure continue beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curegrace periods, Tenant may, but need shall not be obligated so to do, after ten (10) business days’ written notice to and without limitation demand upon Landlord explicitly setting forth the basis for Tenant’s claim of any other default and specifying that Tenant intends to invoke Tenant’s rights and remedies to which Tenant may be entitled under this Lease, at law Section 9.16.2 (or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof without notice to Landlord; provided, however, that or demand upon Landlord in the case of emergency repairs any emergency) (i) such notice by Tenant to Landlord and such mortgagee need not be in writing“Tenant’s Self Help Notice”), and (ii) Tenant without waiving, or releasing Landlord from, any obligations of Landlord in this Lease contained, perform such act which Landlord is obligated to perform under this Lease in such manner and to such extent as may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticebe reasonably necessary. All sums reasonably so incurred and paid by Tenant (and all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self help rights pursuant to this Section 9.16.2, together with interest thereon at the Default Rateannual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A (or its successor) as its Base Rate and all costs and expenses (b) two percent (2%) (but in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Tenant Tenant, shall be payable to the Tenant immediately on demandwithin thirty (30) days of Tenant’s furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and Landlord covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor ’s invoice (such demand to include reasonable evidence of the costs so incurred by Tenanttogether with supporting documentation), and Landlord has not, within ten (10) business days of its receipt of Tenant's demandsuch invoice, given written notice to Tenant objecting to such demand and submitting the same stating that Landlord has filed suit in a court of competent jurisdiction to arbitration under Section 8.31 below determine whether or not Tenant had validly exercised its self-help right hereunder (or if Landlord has timely disputed Tenant's demand’s invoice, has submitted such dispute to arbitration in accordance with said Section 8.31 filed suit and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten fifteen percent (1015%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's ’s obligations under this Lease beyond any applicable cure period, including, without limitation, the expiration payment of any sum of money or the applicable notice and cure periods provided in Section 7.2 aboveperformance of any other obligation pursuant to the terms of this Lease, then Tenant at its option and with thirty (30) days prior written notice to Landlord, in addition to any other remedies Tenant may have in law or equity, may proceed to perform such defaulted obligation on behalf of Landlord (and shall have a license to do so) by the payment of money or other action for the account of Landlord. The foregoing right to cure shall not be exercised if Landlord or within the holder of any such mortgage thirty (at the option of such mortgagee30) fails to day notice period (i) commence Landlord cures the default, or (ii) if curable, the default cannot be reasonably cured within that time period but Landlord begins to cure such default within the such time periods specified in said Section 7.2 period and (ii) thereafter prosecute diligently and continuously pursues such cure action to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticecompletion. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within The thirty (30) days of Tenant's demand therefor day notice period shall not be required if an emergency exists; and in such event, Tenant shall give such notice (such demand if any) to include Landlord as is reasonable evidence of under the costs so incurred by Tenant), and Landlord has not, within circumstances. Within ten (10) business days of its receipt written demand therefore (including providing copies of Tenant's demandinvoices reflecting costs), given written notice Landlord shall reimburse the Tenant for any sum reasonably expended by Tenant due to Tenant objecting to such demand and submitting the default or in correcting the same to arbitration under Section 8.31 below and, if such reimbursement is not paid within said ten (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (3010) days after the issuance thereof) then subject to the last sentence of this paragraphdays, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoingdue hereunder; provided, however, that Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by not offset more than ten percent (10%) of $200,000.00 in any Calendar Year. This provision is intended to survive and/or override any existing bankruptcy laws to the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termextent legally enforceable.

Self-Help. (A) 17.4.1. If an Event the Tenant shall default in the performance or observance of Default of Tenant is in existence and continuingany agreement, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such condition or obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease to be performed or observed by Tenant and shall not cure such default within 30 days after notice from Landlord specifying the default, Landlord may, at its option, without waiving any claim for breach of agreement, at any time thereafter cure such default for the account of Tenant, and make all necessary payments in connection therewith, including but not limiting the same, attorneys' fees, costs or charges of or in connection with respect any legal action which may have been brought; and any amount paid by Landlord in so doing shall be deemed paid for the account of Tenant. Tenant agrees to reimburse Landlord for all of the foregoing costs with interest thereon from the date such defaultcosts are incurred at the Default Interest Rate, such sums payable by Tenant to Landlord to be deemed additional rent and payable on demand. In performing such obligationNotwithstanding the foregoing, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of cure any such act by default as aforesaid prior to the expiration of said 30 day period, in the event of an emergency or if the curing of such default prior to the expiration of said 30 day period is otherwise reasonably necessary to protect the Property or Landlord's interest therein, shall be deemed or to be Additional Rent under this Lease and shall be payable prevent injury or damage to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights persons or releasing Tenant from any of its obligations under this Leaseproperty. (B) In 17.4.2. If the event that Landlord shall be in default in the performance of any of Landlord's its maintenance or repair obligations under this Lease beyond the expiration of the applicable notice Lease, and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to shall not cure such default within 30 days after written notice from the time periods specified in said Section 7.2 and Tenant specifying the default (ii) thereafter prosecute such cure to completion with due diligence given or, if the failure is of a nature thereofthat cannot reasonably be remedied within 30 days, then thereafter at any time prior within such additional period as is reasonably required to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given correct the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlorddefault), perform be reasonably necessary, provided such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenantare diligently pursued), and Landlord has notLandlord's failure to perform such repairs impairs the ability of Tenant to operate its business at the Premises, within ten (10) business days of its receipt of Tenant's demandthen, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset give Landlord (and Landlord's Mortgagee) written notice of Tenant's intent to cure Landlord's failure, which notice shall include detailed information on the amount means and methods of repair proposed (the "Cure Notice"). If Landlord has not remedied the failure within 7 days after receipt of the Cure Notice, then Tenant shall have the right to cure such sums demanded by failure. If Tenant against incurs third party expenses curing Landlord's failure pursuant to this subsection, then Tenant may send Landlord a detailed xxxx itemizing such expenses, and Landlord shall pay Tenant the Annual Fixed Rent and Additional Rent payable under reasonable cost of Tenant's cure of Landlord's failure accomplished pursuant to this Lease until offset in fullsubsection. Notwithstanding In effecting its cure pursuant to the foregoingCure Notice, Tenant shall have no right be required to reduce comply with the restrictions contained in any monthly installment other leases for space in the Building, such as to the time, place and/or manner of Annual Fixed Rent by more than ten percent (10%) Landlord fulfilling the obligations which was the subject of the amount Cure Notice, and to coordinate with any other tenants in the Building. Tenant agrees to indemnify and save harmless Landlord from and against all claims of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlordwhatever nature arising from any act, unless the aggregate amount omission or negligence of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment or Tenant's contractors, licensees, invitees, agents, servants or employees as a result of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermTenant' s cure pursuant to this subsection.

Self-Help. (A) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is in existence obligated to make or perform under this Lease within ten (10) days after written notice from Landlord (or such longer period of time as Tenant may reasonably require, so long as Tenant commences to cure such failure within such ten-(10)-day period and continuingthereafter diligently prosecutes such cure to completion), Landlord shall have the right, may (but shall not be obligatedrequired to do so) make or cause such payment to made or act to be performed and shall not be responsible to Tenant for any loss or damage that may accrue to Tenant’s stock or business by reason thereof. Notwithstanding the foregoing, in an emergency, Landlord may exercise its rights under the immediately preceding sentence without any prior notice to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance Tenant. No act taken or payment made by Landlord is made pursuant to this Section 16.17 shall be deemed to waive, or release, Tenant from, any obligations of Tenant in this Lease with respect contained. Landlord may exercise its rights under this Section 16.17 in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys ‘ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Rate (annual rate equal to the Lease Interest Rate, as defined in Section 8.22 below) and all costs and expenses in connection with 4.3, from the performance date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord , and if not promptly paid shall be in default in the performance of added to any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, rent then if Landlord due or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with becoming due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in equity on account of such default addition to any other right or remedy of Landlord), perform such obligation ) the same rights and charge remedies in the reasonable cost event of the non-payment thereof to Landlord; provided, however, that by Tenant as in the case of emergency repairs (i) such notice default by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment payment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermRent.

Self-Help. Effective from and after the earlier of (Ax) If an Event February 1, 2026, and (y) the date on which all office tenants (other than Tenant) have vacated their premises in the Building and surrendered possession thereof to Landlord (as applicable, the “Single-Tenant Date”), if (a) Landlord fails to perform any repair, maintenance or legal compliance obligations expressly required of Default Landlord under the Lease (the “Delayed Repair”), (b) such Delayed Repair materially adversely affects Tenant’s ability to conduct business operations in any material portion of the Premises or constitutes a material and imminent threat to health or safety with respect to the Building, (c) the performance of such Delayed Repair is within Landlord’s control, (d) such Delayed Repair shall not be performed within thirty (30) days after written notice thereof to Landlord or, if such failure cannot reasonably be cured within thirty (30) days, then such longer period as may be required for such cure provided that Landlord commences such cure within such thirty (30)-day period and diligently pursues such cure to completion, and (e) Tenant is in existence reasonably believes that it could perform the Delayed Repair more quickly than Landlord and continuingdescribes the particulars thereof with reasonable specificity, Landlord then Tenant shall have the right, but shall not be obligated, right to enter upon notify Landlord and the Premises and holder of any Mortgage to which the Lease is subordinate in writing of Tenant’s intention to perform such obligation notwithstanding Delayed Repair (the fact “Repair Notice”). The Repair Notice shall (i) include a statement that no specific provision Tenant intends to exercise this right to self help and (ii) identify in reasonable detail both the basis for the self help and the actions Tenant intends to take to perform such substituted performance repair (including without limitation, the information required by Landlord is made in this Lease with respect to such defaultclause (e) above). In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if If Landlord or the holder of any such mortgage Mortgage commences such Delayed Repair within thirty (at 30) days after receipt of the option Repair Notice and diligently pursues the Delayed Repair to completion, then Tenant shall have no further rights under this Paragraph 16 with respect to such Delayed Repair (unless and until Landlord or the holder of such mortgagee) Mortgage fails to diligently proceed with such Delayed Repair). If Landlord or the holder of such Mortgage fails to commence such Delayed Repair within such thirty (i30) commence day period or thereafter to cure diligently proceed with such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure Delayed Repair to completion with due diligence given the nature thereofcompletion, then thereafter at Tenant shall have the right, as Tenant’s sole and exclusive remedy in connection with the Delayed Repair (but without negating any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies abatement to which Tenant may be entitled under this Lease, at law or in equity on account pursuant to Section 8.05 of such default of Landlordthe Initial Lease with respect to a Service Failure), to perform the Delayed Repair, in which event (A) Tenant shall ensure that all such obligation work is performed solely by licensed and charge qualified contractors, subcontractors and design consultants (including without limitation, any subcontractors required under any applicable maintenance contract or required to maintain the applicable warranty therefor, except to the extent such subcontractor(s) are causing such Delayed Repair), and only after the entity performing such work has obtained public liability and worker's compensation insurance policies with commercially reasonable cost limits, (B) Tenant shall cause all such work is performed in a good and workerlike manner and in accordance with the Rules and Procedures for Contractors attached hereto as Schedule I to Attachment B (except that (I) from and after the Single-Tenant Date, Landlord shall not enforce against Tenant any Rules and Procedures for Contractors that relate solely to not disturbing other Building tenants, except to the extent such non-enforcement would cause Landlord to be in violation of any such other Building tenant’s lease (in which event Landlord shall have the right to enforce the same), (II) Landlord shall not enforce any such Rules and Procedures for Contractors for the purpose of negating Tenant’s self-help rights hereunder and (III) in the event that Landlord does not respond to any approvals or actions required of Landlord by such Rules and Procedures for Contractors in a timely manner following Tenant’s written request therefor, Tenant shall have the right to proceed pursuant to this Paragraph 16 without the Landlord approval or other action with respect to which Landlord failed to timely respond), and all governmental laws and regulations applicable to the Building, and only after obtaining all required governmental permits and approvals therefor, and (C) Tenant shall furnish Landlord with plans and specifications for all such work prior to the performance thereof and as-built plans following the completion thereof, and Tenant shall not permit any mechanics’ or materialmen’s liens to Landlordbe placed on the Property in connection therewith; provided, however, that in no event shall Tenant take any measures that affect any structural elements of the case of emergency repairs (i) such notice by Base Building, or any measures to replace any Base Building Systems. If Tenant is entitled to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of performs any such act by Tenant Delayed Repair pursuant to the provisions of this Paragraph 16, Landlord shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid reasonable, out-of-pocket, third-party costs and expenses incurred by Tenant within thirty (30) days of Tenant's demand therefor (in connection with such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord Delayed Repair within thirty (30) days after the issuance thereof) then subject receipt of invoices evidencing such costs. When paid by Landlord (or offset as set forth below), such costs and expenses shall be includable in Expenses to the last sentence of this paragraphextent permitted by the Lease. Notwithstanding anything to the contrary set forth herein, in the event that Landlord fails to timely make such reimbursement, Tenant shall have the right right, as Xxxxxx’s sole and exclusive remedy in connection with Xxxxxxxx’s failure to timely make such reimbursement, to offset such costs and expenses, together with interest at the amount of such sums demanded Capital Interest Rate, against the Base Rent next payable by Tenant against under the Annual Fixed Lease (after the rent abatement period set forth in this Amendment, as applicable); provided, however, that Tenant first provides Landlord with an additional notice which shall set forth in bold capital letters the following statement: “IF LANDLORD FAILS TO REIMBURSE TENANT FOR THE DELAYED REPAIR WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THIS NOTICE, THEN TENANT SHALL HAVE THE RIGHT TO OFFSET THE COSTS AND EXPENSES THEREOF AGAINST BASE RENT, SUBJECT TO THE REPAIR OFFSET LIMIT” and such failure by Landlord to make such reimbursement continues for more than thirty (30) days after Landlord receives such additional notice; and provided, further, however, that Tenant may not deduct amounts greater than 20% of the monthly Base Rent and Additional Rent payable due under this the Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce (as amended) from any single monthly installment of Annual Fixed Base Rent by more than ten percent (10%) the “Repair Offset Limit”); provided, however, that if the Repair Offset Limit would prevent Tenant from recovering such costs, expenses and interest prior to the then-scheduled expiration of the Term, then the Repair Offset Limit shall be increased by the smallest amount of Annual Fixed Rent which would otherwise have been due and payable by necessary to permit Tenant to Landlordrecover all such costs, unless expenses and interest by the aggregate amount of such deductions over the remainder then-scheduled expiration of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in existence and continuingthe case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after ten (10) business days’ written notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving, or releasing Tenant from, any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default annual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A (or its successor) as defined its Base Rate and (b) two percent (2%) (but in Section 8.22 below) and all costs and expenses in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to the Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving , and if not promptly paid shall be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Xxxxxx as in the case of default by Tenant in the payment of Annual Fixed Rent. (B) In the event that If Landlord shall at any time be in default pursuant to the terms and conditions of this Lease attributable to its failure to perform any act which Landlord is obligated to perform under this Lease, and (except in the performance case of any of Landlord's obligations under this Lease emergency) should such failure continue beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curegrace periods, Tenant may, but need shall not be obligated so to do, after ten (10) business days’ written notice to and without limitation demand upon Landlord explicitly setting forth the basis for Tenant’s claim of any other default and specifying that Tenant intends to invoke Xxxxxx’s rights and remedies to which Tenant may be entitled under this Lease, at law Section 16.17 (or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof without notice to Landlord; provided, however, that or demand upon Landlord in the case of emergency repairs any emergency) (i) such notice by Tenant to Landlord and such mortgagee need not be in writing“Tenant’s Self Help Notice”), and (ii) Tenant without waiving, or releasing Landlord from, any obligations of Landlord in this Lease contained, perform such act which Landlord is obligated to perform under this Lease in such manner and to such extent as may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticebe reasonably necessary. All sums reasonably so incurred and paid by Tenant (and all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self help rights pursuant to this Section 16.17, together with interest thereon at the Default Rateannual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A (or its successor) as its Base Rate and all costs and expenses (b) two percent (2%) (but in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Tenant Xxxxxx, shall be payable to the Tenant immediately on demandwithin thirty (30) days of Tenant’s furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and Landlord covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant Xxxxxx within thirty (30) days of Tenant's demand therefor ’s invoice (such demand to include reasonable evidence of the costs so incurred by Tenanttogether with supporting documentation), and Landlord has not, within ten (10) business days of its receipt of Tenant's demandsuch invoice, given written notice to Tenant objecting to such demand and submitting the same stating that Landlord has filed suit in a court of competent jurisdiction to arbitration under Section 8.31 below determine whether or not Tenant had validly exercised its self-help right hereunder (or if Landlord has timely disputed Tenant's demandXxxxxx’s invoice, has submitted such dispute to arbitration in accordance with said Section 8.31 filed suit and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten fifteen percent (1015%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of SECTION 21.1 Tenant is in existence covenants and continuingagrees that if it at any time fails to make any payments or perform any act which it s obligated to make or perform under this Lease, then Landlord shall have the rightmay, but shall will not be obligatedobligated to, after Tenant's time to enter upon the Premises and to make any such payment or perform any such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made act as provided in this Lease with respect has expired and any required notice has been given, and without waiving or releasing Tenant from any of its obligations under this Lease, make any such payment or perform any such act in such manner and to such defaultextent as is necessary and consistent with Tenant's obligations hereunder. In performing exercising any such obligationrights, Landlord may pay or incur costs and expenses, including, without limitation, reasonable attorneys' fees. Notwithstanding the foregoing, Landlord may make any such payment of money or perform any other such act before Tenant's time to do so (as provided in Article 8) has expired, if payment or performance of the same is reasonably deemed necessary. necessary or required prior to the expiration of the applicable grace period for the preservation or protection of the Building and/or Demised Premises. SECTION 21.2 All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses or incurred in connection with the performance of any such act by Landlord, shall together with interest thereon from the date that the Landlord made such expenditure at the rate which Chemical Bank announces as its so-called prime rate or base rate, from time to time for the first month after the making of such expenditure, and thereafter at the rate of three (3) percentage points above the such prime lending rate or the maximum rate allowed by law, whichever is less, will be deemed to be Additional Rent under additional rent hereunder and, except as otherwise in this Lease and shall expressly provided, will be payable to Landlord immediately on demand. Landlord demand or, at the option of Landlord, may exercise the foregoing rights without waiving be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant is Landlord defaults in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's material covenants, agreements or obligations under this Lease beyond within thirty (30) days after notice from Tenant, or if such default shall not be the expiration payment of money and shall be of a nature that it cannot be cured within such 30-day period, and only provided that Landlord’s default prevents or materially impairs Tenant’s use and occupancy of the applicable notice Premises (including life/safety issues, security issues, elevators, electricity, heating and cure periods provided in Section 7.2 aboveair-conditioning), then if Landlord or shall fail to commence the holder cure of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 such 30-day period and (ii) thereafter diligently prosecute such cure to completion with due diligence given the nature thereofcompletion, then thereafter at any time prior Tenant, in addition to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any all other rights and remedies available to which Tenant may be entitled under this Lease, at law or in equity equity, may elect, on account of at least ten (10) days’ additional prior written notice to Landlord, to cure such default at Landlord’s expense. Landlord shall provide access to Tenant and otherwise cooperate with Tenant to effect any such cure. In the case of Landlord)a non-monetary default, perform Landlord shall, within sixty (60) days after a written demand therefor, reimburse Tenant for all of Tenant’s reasonable and actual costs incurred in connection with such obligation and charge cure. In the reasonable cost thereof to Landlord; providedcase of a monetary default not cured within the 30-day period referenced in the first sentence of this Article 87, however, that or in the case of emergency repairs (i) such notice by Tenant to a non-monetary default and failure of Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for within the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of 60-day period referenced in the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraphpreceding sentence, Tenant shall have the right to may offset the amount of such sums demanded monetary default and/or costs against the next succeeding installments of Fixed Rental. Nothing contained in this Article 87 shall permit Tenant to make any structural alterations to the Building or perform any work to the façade of the Building, the Building’s windows or portion of the Building systems outside of the Premises. Any work performed by Tenant against pursuant to this Article 87 shall comply with the Annual Fixed Rent alteration criteria set forth in Article 67 above and Additional Rent payable with the other applicable terms and conditions of this Lease. Anything contained in this Lease to the contrary notwithstanding, the maximum expenditure by Tenant for which Landlord shall be liable under this Lease until offset Article 87 shall be $15,000.00 in full. Notwithstanding any year and an aggregate of $100,000.00 during the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder entire term of the Lease Term (as provided, however, the same may have been extended) will be insufficient limitations of this Article 87 shall not apply to fully reimburse the rights of Tenant for the amount demanded by Tenant, in which event under Section 64.3 of this Lease or any other provision of this Lease where Tenant may effect such offset by making deductions from each monthly installment has an express right of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termself-help or set-off.

Self-Help. (Aa) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance or observance of any agreement or condition of Landlord's obligations under this Lease beyond lease contained in its part to be performed or observed and shall not cure such default within 30 days after notice from Landlord specifying the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) default shall not within said period commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute the curing of such cure default to completion with due diligence given the nature thereofand specifying that Landlord intends to exercise its rights under this Article, then thereafter Landlord may, at its option, without waiving any claim for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any reasonable amount paid or contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to reimburse Landlord therefor or save Landlord harmless there from, with interest as provided in Article 16; provided that Landlord may cure any such default as aforesaid prior to the expiration of said waiting period but after notice to Tenant if the curing of such default prior to the expiration of said waiting period is reasonably necessary to protect the real estate or Landlord's ’s interest therein, or such mortgagee's commencing such cure to prevent injury or subsequent damage to persons or property. (b) If Landlord shall default in the performance or such mortgagee commencing such cure observance of any agreement or condition in this lease contained on its part to be performed or observed, or shall default in the payment of any real estate tax, and if Landlord or shall not cure such mortgagee has default within 30 days after notice from Tenant specifying the default shall not prosecuted within said period commence to cure such cure default and thereafter prosecute the curing of such default to completion with due diligence given the nature of such cureand specifying that Tenant intends to exercise its rights under this Article, Tenant maymay at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom, with interest as provided in Article 16; provided that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but need not (and without limitation of any other rights and remedies after said notice to which Tenant may be entitled under this LeaseLandlord, at law or in equity on account if the curing of such default prior to the expiration of Landlord)said waiting period is reasonably necessary to protect the real estate or Tenant’s interest therein or to prevent injury or damage to persons or property. If Landlord shall fail to reimburse Tenant upon demand for any amount paid for the account of Landlord hereunder, perform such obligation and charge said amount may be deducted by Tenant from the reasonable cost thereof to Landlord; provided, however, that in next or any succeeding payments of rent due hereunder. (c) In the case of emergency, notices required pursuant to Sections (a) and (b) or this Article 23 may be given orally, or in any other reasonably due and sufficient manner having regard to the emergency repairs (i) and the attending circumstances. If any such notice by Tenant to Landlord and such mortgagee need shall not be given in writingthe manner described in Article 31 hereof, and (ii) Tenant then, as soon thereafter as may make be practicable, such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant notice shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for followed-up by notice given in the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration manner described in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermArticle.

Self-Help. (A) If an Event Landlord shall default beyond applicable grace and notice periods in the performance of Default any repair, maintenance or payment obligation on Landlord’s part to be performed or paid hereunder and such default materially adversely affects the condition of the Premises or the ability of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding its business therein or may result in termination of this Lease, then Tenant may perform the fact that no specific provision same for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest the account and at the Default Rate (as defined in Section 8.22 below) sole cost and expense of Landlord, without notice if an emergency exists, or, if no emergency exists, on 30 days’ prior written notice to Landlord, and all costs and expenses paid or incurred by Tenant in connection with the performance of any curing such act by Landlord, default shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Landlord to Tenant (upon demand together with interest at the Default Rate) and all costs and expenses in connection with the performance of , provided, however, that, prior to performing any such act by obligation for the account of Landlord (other than in the event of an emergency), Tenant shall notify any mortgagee of the Premises of whom Landlord has provided Tenant with written notice (“Lender”), which notice may be payable given simultaneously with Tenant’s notice to Tenant immediately on demandLandlord as provided above, and such Lender shall have 30 days to cure such default. If (a) Landlord fails to reimburse pay to Tenant for the sums paid any amounts expended by Tenant within thirty to cure Landlord’s default (30) days of Tenant's demand therefor (such demand to include reasonable evidence of as provided in the costs so incurred by Tenantprevious sentence), and (b) Tenant obtains a final non-appealable judgment against Landlord has not, within ten (10) business days in a court of its receipt of Tenant's demand, given written notice to Tenant objecting law relating to such demand default, and submitting (c) such final judgment is not satisfied within 30 days after the same to arbitration under Section 8.31 below (rendering of such judgment or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration otherwise in accordance with said Section 8.31 and has thereafter failed to pay its terms, then Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to may offset the amount of such sums demanded by Tenant final judgment against rent hereunder. In the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoingevent of an emergency, Tenant shall have no right to reduce give Landlord prompt notice of any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable action taken by Tenant pursuant to Landlordthis Paragraph 16.2 and shall incur only such costs and expenses as are necessary to meet the emergency; no additional costs or expenses shall be incurred which are not necessary to meet the emergency until Tenant shall have given Landlord and Lender 30 days’ prior written notice of default, unless the aggregate amount of such deductions over the remainder of the Lease Term (and as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, herein above provided in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termthis Paragraph 16.

Self-Help. (Aa) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is in existence and continuingobligated to make or perform under this Lease then Landlord, Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after notice to enter and demand upon Tenant and the Premises expiration of the applicable grace period, or without notice to or demand upon Tenant (or such reduced notice as may be reasonable in the circumstances) in the case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving or releasing Tenant from any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to make or perform under this Lease in such manner and to such default. In performing extent as Landlord shall determine, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarynecessary and incidental costs and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by LandlordLease Interest Rate, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to Landlord immediately on demand. , and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord may exercise the foregoing rights without waiving shall have (in addition to any other right or remedy of its Landlord) the same rights or releasing and remedies in the event of the nonpayment thereof by Tenant from any as in the case of its obligations under this Leasedefault by Tenant in the payment of Annual Fixed Rent. (Bb) If a condition described in Section 7.4 shall exist which materially and adversely affects Tenant’s ability to conduct business in any critical area of the Premises (such as the trading floor, computer room, or executive management floor or floors), which remains uncured for more than four (4) hours after notice from Tenant, Tenant may take such action as is reasonably required to cause the condition to be cured, whereupon Landlord shall be relieved of the responsibility for curing such condition. In any such case, Tenant shall indemnify Landlord from and against all loss, cost and expense incurred by Landlord with respect to any damage to the Building or any portion thereof caused by Tenant’s cure of actions hereunder. If Tenant takes action to cure any condition in accordance with this Subsection 20.16(b), Tenant shall promptly notify Landlord of the action taken by Tenant to effect such cure, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing such cure. The costs so reimbursed by Landlord to Tenant shall be included in Operating Expenses. (c) In the event that Landlord shall of an emergency, where an act is required to be performed in default in order to avoid injury to persons or material damage to the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord Premises or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereofBuilding, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant party shall have the right of self-help, without formal notice or demand, except that in emergency situations, either party shall attempt to offset communicate with the amount other party’s designated representatives in person or by telephone to alert such party to the emergency condition. The party who should have performed the cure of the emergency condition shall reimburse the other for the reasonable out of pocket third party costs incurred by the party performing such sums demanded cure. The costs so reimbursed by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Landlord to Tenant shall be included in Operating Expenses. (d) In all cases, the right of self-help provided for in this Section 20.16 shall be carefully and judiciously exercised, it being agreed that whenever possible, the party initially responsible for taking any action shall be given reasonable and sufficient opportunity to do so, in order to avoid any conflict with respect to whether or not self-help should have no right been exercised, or with respect to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) the reasonableness of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termexpenses incurred.

Self-Help. (Aa) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance or observance of any of Landlord's obligations under agreement or condition in this Lease beyond the expiration of the applicable notice other than an obligation to pay money, and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to shall not cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after notice from Landlord specifying the issuance thereofdefault, or in the event such default cannot be cured within thirty (30) then subject to the last sentence of this paragraphdays, Tenant shall have the right not commence to offset the amount cure such default within thirty (30) days and diligently pursue completion of such sums demanded cure, Landlord may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Tenant, and any amount paid or incurred for the account of Tenant, Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom; provided that Landlord may cure any such default as aforesaid prior to the expiration of said 30 days but after notice to Tenant if the curing of such default prior to the expiration of said 30 days but after notice to Tenant is reasonably necessary to protect the real estate or Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail upon demand to reimburse Landlord for any amount paid for the account of Tenant hereunder, said amount shall be added to and become due as a part of the next payment of rent due hereunder. (b) If Landlord shall default in the performance or observance of any agreement or condition in this Lease or shall default in the payment of any tax or other charge which Landlord is obligated to pay hereunder, and if Landlord shall not cure such default within ten (10) days in the case of a default consisting of failure to pay a sum of money, or thirty (30) days in the case of any other default, after notice from Tenant specifying the default (or, if such a default cannot be cured within thirty (30) days, Landlord shall not within said period commence to cure such default and thereafter prosecute the curing of such default to completion with due diligence), Tenant may, at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom, and Landlord agrees that Tenant may set off any such amounts against the Annual Fixed Rent any and Additional Rent payable all rental payments and other payments thereafter becoming due to Landlord under this Lease until offset in full. Notwithstanding such indebtedness is fully paid; provided that Tenant may cure any such default as aforesaid prior to the foregoingexpiration of said thirty (30) days, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant but after said notice to Landlord, unless if the aggregate amount curing of such deductions over default prior to the remainder expiration of said thirty (30) days is reasonably necessary to protect the real estate or Tenant's interest therein or to prevent injury or damage to persons or property. Nothing contained in this Section shall be construed to limit the rights of set off specifically granted Tenant in Section 4(a) hereof, in Paragraph (c) of Addendum #3 hereof, or elsewhere in this Lease, nor shall the presence of a specific right of set off with respect to non-performance of certain obligations of Landlord hereunder but not others be construed to limit application of the Lease Term (as the same may have been extended) will be insufficient general right of set off set forth above to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment any other obligation of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermLandlord hereunder.

Self-Help. (A) If an Event Tenant shall at any time default in the performance of Default of Tenant is in existence any obligation under this Lease beyond any applicable notice and continuingcure period, Landlord shall have the right, but shall not be obligated, after five (5) business days' prior written notice of Landlord's intention to do so (except in the case of emergency in which case no notice shall be required) to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryact. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below)) and all costs and expenses in connection with the performance of any such act by Landlord, Landlord shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease (with the exception of Landlord's obligations to perform the Base Building Work and the Base Building Enhancements under Article III above) beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticenotice . All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.ten

Self-Help. (A) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon rights of self-help and offset on the Premises terms and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made conditions specified in this Lease with respect Section. If Landlord permits to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as exist a condition (the "Condition") which is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any breach of Landlord's maintenance, repair, service and restoration or other obligations under this Lease beyond in the expiration Premises, the Building and the Premises or shall fail to make timely payment of Taxes, as required by Paragraph 8, and Tenant makes a good faith determination that the existence or continuation thereof will materially adversely affect Tenant's use and occupancy of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord Premises or the holder character of any such mortgage the Building as a first-class office building in the Denver Technological Center, Tenant may give notice (at the option of such mortgagee"First Notice") fails to Landlord specifying in reasonable detail (ix) commence the Condition and (y) a reasonable time within which Landlord is to cure such default within Condition which shall not be less than 30 days. If Landlord shall fail to provide a good faith written response to the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereofFirst Notice denying liability, then thereafter at any time prior to or if Landlord's or such mortgagee's commencing such response is that Landlord will cure or subsequent the condition and Landlord fails to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs commence within a reasonable time after or thereafter fails diligently to proceed to completion the cure of such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraphCondition, Tenant shall have the right to offset commence to cure such Condition for the amount account of such sums demanded by Tenant against Landlord (subject to the Annual Fixed Rent terms of this Section) at any time after giving to Landlord an additional notice (the "Cure Notice") referring to the First Notice, and Additional Rent payable under this Lease until offset describing the respects in fullwhich Landlord has failed to comply with the First Notice and Tenant's intended action as a consequence thereof. Notwithstanding In a serious emergency of substantial magnitude which immediately and materially interferes with Tenant's business operations in the foregoingBuilding (for example, an interruption of utility service, lack of access of the Building and malfunction, or loss of HVAC), Tenant shall have no the right to reduce any monthly installment proceed to remedy the Condition, but Tenant shall give immediate oral notice (confirmed by a written notice given in accordance with the notice clause of Annual Fixed Rent by more than ten percent (10%this Lease) of the amount Condition claimed to require immediate action and Tenant's intentions with respect thereof. The right on the part of Annual Fixed Rent Tenant so to proceed shall be at Tenant's own risk and Tenant shall be responsible for any damage to the Building caused by Tenant's action. Tenant's action shall not give rise to a right of setoff. In such event, Tenant shall be entitled to reasonable access to any part of the Building as may be required to permit Tenant to cure the Condition, but Tenant agrees to minimize interference with any other operation in the Building or other tenants' use of any part of the Building and to exonerate and indemnify Landlord from and against all claims of other tenants and other persons in respect thereof. Whenever practicable, consistent with the nature of the Condition, work in space other than the Premises shall be performed during non-business hours. For purposes of this Paragraph 36, Landlord's failure to pay Taxes, as provided in Paragraph 8, two (2) business days at least before the date on which would otherwise have and to the extent the same must be paid to avoid loss of the right to proceed for an abatement thereof or Landlord's failure to cause to be maintained or renewed insurance as required by this Lease shall, without notice, be treated as a Condition which Tenant is entitled to cure as if notice thereof had been due and payable given by Tenant to Landlord and as if Landlord had failed to cure the same within a reasonable time. Tenant shall not be entitled to set-off or reimbursement from Landlord for the costs of curing such Conditions and Tenant hereby acknowledges that if performed by Landlord, unless the aggregate amount of any such deductions over the remainder of the Lease Term (as the same may costs would have been extended) will be insufficient to fully reimburse Tenant for the amount demanded included in Operating Expenses and paid by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. If Landlord shall default in any non-de minimis respect in the observance or performance of any term or covenant on Landlord’s part to be observed or performed under this Lease, then Tenant shall notify Landlord of such default in writing and Landlord shall have 20 days to cure such default, except in the event of an emergency where there is an imminent threat to life or property, in which event no prior notice shall be required (A) If an Event but Tenant shall give Landlord as much prior notice of Default the same as is reasonably practicable). In the case of Tenant is in existence a default which cannot with reasonable due diligence be cured within a period of 20 days, then provided Landlord commences to cure such default within such 20 day period and continuingLandlord diligently and continuously endeavors to cure such default, Landlord shall have be entitled to such longer period of time as may be reasonably necessary to prosecute such cure to completion. If Landlord fails to remedy such default in the rightmanner provided in the preceding sentences, then Tenant, upon an additional written notice to Landlord of such default, which notice specifies Tenant’s intent to cure in accordance with this Section 17.19 (or immediately in the event of an emergency where there is an imminent threat to life or property, in which instance no prior notice or cure period shall be required, but Tenant shall not be obligated, to enter upon give Landlord notice of the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act same as soon as is reasonably deemed necessary. All sums so paid practicable), shall have the right to remedy such default for the account of Landlord; provided that (i) the failure by Landlord to cure such default affects Tenant’s ability to conduct Tenant’s business in all or any portion of the Premises, (ii) the cure for such default shall affect only the Premises or a mechanical area in any other part of the Building outside of the Premises which services the Premises exclusively, and (iii) such cure shall not affect any Building Systems or areas up to the point of connection to the Premises. If Tenant performs any of Landlord’s obligations under this Lease, Landlord shall pay to Tenant the reasonable costs thereof, within 30 days after Landlord shall be given a statement as to the amounts of such costs, together with interest at the Default Interest Rate (as defined in Section 8.22 below) and all costs and expenses in connection with from the performance of any such act date incurred by Tenant until paid by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days pay all or any part of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration as required in accordance with said the provisions of this Section 8.31 and has thereafter failed 17.19, then the provisions of Section 7.02 shall apply, except that all references therein to pay Tenant “the Work Allowance” shall refer to “the amount due by Landlord to Tenant under Section 17.19”. Tenant’s rights under this Section 17.19 shall be in addition to, and not in lieu of, any other rights available to Tenant pursuant to the terms of this Lease as a result of any final, unappealable arbitration award against default by Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termhereunder.

Self-Help. (A) If an Event Landlord shall default in any material respect in the observance or performance of Default any term or covenant on Landlord’s part to be observed or performed under this Lease, then Tenant shall notify Landlord of Tenant is such default in existence writing and continuing, Landlord shall have the right, but shall not be obligated, thirty (30) days to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to cure such default. In performing such obligation, except in the event of an emergency where there is an imminent threat to life or property, in which event no prior notice shall be required (but Tenant shall give Landlord may make any payment as much prior notice of money or perform any other act the same as is reasonably deemed necessarypracticable). All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall case of a default which cannot with reasonable due diligence be in default in the performance cured within a period of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 abovethirty (30) days, then if provided Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence commences to cure such default within the such thirty (30) day period and Landlord diligently and continuously endeavors to cure such default, Landlord shall be entitled to such longer period of time periods specified in said Section 7.2 and (ii) thereafter as may be reasonably necessary to prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demandcompletion. If Landlord fails to reimburse remedy such default in the manner provided in the preceding sentences, then Tenant, upon an additional written notice to Landlord of such default, which notice specifies Tenant’s intent to cure in accordance with this Section 40.01 (or immediately in the event of an emergency where there is an imminent threat to life or property, in which instance no prior notice or cure period shall be required, but Tenant shall give Landlord notice of the same as soon as is reasonably practicable), shall have the right to remedy such default for the sums paid account of Landlord; provided that (i) the failure by Tenant within thirty (30) days of Landlord to cure such default adversely affects Tenant's demand therefor (such demand ’s ability to include reasonable evidence conduct Tenant’s business in a material portion of the costs Premises to more than a de minimis extent, (ii) the cure for such default shall affect only the Premises, and (iii) such cure shall not affect any Building Systems or areas of the Building from and after the point of connection of the Premises thereto. If Tenant performs any of Landlord’s obligations under this Lease in accordance with the terms and conditions of this Section 40.01, then Landlord shall be relieved of its obligation to perform the specific obligation so incurred undertaken by Tenant), and Landlord has notshall reimburse Tenant’s reasonable and actual out-of-pocket costs thereof, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject receipt by Landlord of a statement as to the last sentence of this paragraph, Tenant shall have the right to offset the amount amounts of such sums demanded costs (accompanied by reasonable supporting documentation), together with interest at the Prime Rate from the date incurred by Tenant until paid by Landlord (or, at Landlord’s option, upon receipt by Landlord of such statement (accompanied by reasonable supporting documentation), such costs together with such interest shall be credited against the Annual Fixed next payment of Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, due from Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termhereunder).

Self-Help. (A) If an Event Tenant shall at any time default in the performance of Default of Tenant is in existence any obligation under this Lease beyond any applicable notice and continuingcure period, Landlord shall have the right, but shall not be obligated, after five (5) business days’ prior written notice of Landlord’s intention to do so (except in the case of emergency in which case no notice shall be required) to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryact. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below)) and all costs and expenses in connection with the performance of any such act by Landlord, Landlord shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's ’s obligations under this Lease (with the exception of Landlord’s obligations to perform the Base Building Work and the Base Building Enhancements under Article III above) beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's ’s or such mortgagee's ’s commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's ’s demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's ’s demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's ’s demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) 32.1 If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of observance of any of Landlord's obligations under agreement or condition in this Lease beyond contained on its part to be performed or observed other than an obligation to pay money and shall not cure such default within the expiration of the applicable notice and cure periods times provided in Section 7.2 above, then if Landlord this Lease (or the holder of any such mortgage (at the option of such mortgagee) fails to (i) shall not within said period commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute the curing of such cure default to completion with due diligence given the nature thereofdiligence), then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and at its option, without limitation waiving any claim for breach of any other rights and remedies to which Tenant may be entitled under this Lease, at law any time thereafter cure such default for the account of Tenant. Any amount paid by or on behalf of Landlord in equity on so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom. The foregoing notwithstanding Landlord may cure any such default as aforesaid prior to the expiration of said grace period but after notice to Tenant, if the curing of such default prior to the expiration of said grace period is reasonably necessary to protect the Premises or any part thereof or Landlord)’s interest therein, perform such obligation and charge or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the reasonable cost thereof to Landlord; providedaccount of Tenant hereunder, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (said amount together with interest thereon at the Default Rate) Interest Rate shall be deemed additional rent and all costs and shall become due on demand or together with the next installment of fixed annual rent due hereunder, whichever is sooner. 32.2 Bills for any expenses incurred by Landlord in connection with the performance of any such act performance by it for the account of Tenant, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees and disbursements, involved in collecting or endeavoring to collect the Fixed Annual Rent or Additional Rent or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant*s obligations hereunder, under or in connection with this Lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this Lease, and interest on all sums advanced by Landlord under this Article at the Interest Rate, may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration as Additional Rent in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount terms of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in fullbills. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.42

Self-Help. (A) If an Event of Default of SECTION 21.1 Tenant covenants and agrees that if it at any time fails to make any payments or perform any act which it is in existence and continuingobligated to make or perform under this Lease, then Landlord shall have the rightmay, but shall will not be obligatedobligated to, after Tenant's time to enter upon the Premises and to make any such payment or perform any such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made act as provided in this Lease with respect has expired and any required notice has been given, and without waiving or releasing Tenant from any of its obligations under this Lease, make any such payment or perform any such act in such manner and to such defaultextent as is necessary and consistent with Tenant's obligations hereunder. In performing exercising any such obligationrights, Landlord may pay or incur costs and expenses, including, without limitation, reasonable attorneys' fees. Notwithstanding the foregoing, Landlord may make any such payment of money or perform any other such act before Tenant's time to do so (as provided in Article 8) has expired, if payment on performance of the same is reasonably deemed necessary. necessary or required prior to the expiration of the applicable grace period for the preservation or protection of the Building and/or Demised Premises. SECTION 21.2 All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses or incurred in connection with the performance of any such act by Landlord, shall together with interest thereon from the date that the Landlord made such expenditure at the rate which Chemical Bank announces as its so-called prime rate or base rate, from time to time for the first month after the making of such expenditure, and thereafter at the rate of five (5) percentage points above the such prime lending rate or the maximum rate allowed by law, whichever is less, will be deemed to be Additional Rent under additional rent hereunder and, except as otherwise in this Lease and shall expressly provided, will be payable to Landlord immediately on demand. Landlord demand or, at the option of Landlord, may exercise the foregoing rights without waiving be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in existence and continuingthe case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after ten (10) business days’ written notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving, or releasing Tenant from, any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Rate annual rate equal to the sum of (a) the base rate from time to time announced by Bank of America, N.A. or its successor as defined its prime or base rate and (b) two percent (2%) (but in Section 8.22 below) and all costs and expenses in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to the Landlord immediately on demandwithin thirty (30) days of Landlord’s furnishing Tenant an invoice therefor, accompanied by reasonable substantiation, and Tenant covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Tenant fails to reimburse Landlord may exercise for the foregoing rights without waiving any other sums paid by Landlord within thirty (30) days of Landlord’s invoice (together with supporting documentation), and Tenant has not, within ten (10) business days of its rights receipt of such invoice, given written notice to Landlord objecting to such demand, then the amount invoiced by Landlord, as set forth above, shall be added to any rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent. (B) In the event that If Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior fail to Landlord's or perform any Tenant Self-Help Obligation (as hereinafter defined), and (except in the case of emergency) should such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curefailure continue beyond applicable grace periods, Tenant may, but need shall not be obligated so to do, after (i) ten (10) business days’ written notice to and demand upon Landlord, or (ii) in the event of an emergency, reasonable prior notice under the circumstances (which notice may be oral), explicitly setting forth the basis for Tenant’s claim of default and specifying that Tenant intends to invoke Tenant’s rights under this Section 16.17(B) (“Tenant’s Self Help Notice”), and without limitation waiving, or releasing Landlord from, any obligations of any other rights Landlord in this Lease contained, perform such Tenant Self-Help Obligation in such manner and remedies to which Tenant such extent as may be entitled under reasonably necessary. For the purposes hereof, “Tenant Self-Help Obligations” shall be defined as any service, maintenance, repair or other obligation that Landlord is obligated to provide or perform pursuant to the provisions of this Lease, at law except for any service, maintenance or in equity on account repair which might affect other tenants or occupants of such default of Landlord)the Office Tower. Without limiting the foregoing, perform such obligation maintenance and charge repairs to the reasonable cost thereof to Landlord; providedroof, howeverstructure, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need Base Building systems shall not be in writing, and (ii) considered to be Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticeSelf-Help Obligations. All sums reasonably so incurred and paid by Tenant (and all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self-help rights pursuant to this Section 16.17(B), together with interest thereon at the Default Rateannual rate equal to the sum of (a) the base rate from time to time announced by Bank of America, N.A. or its successor as its prime or base rate and all costs and expenses (b) two percent (2%) (but in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Tenant Tenant, shall be payable to the Tenant immediately on demandwithin thirty (30) days of Tenant’s furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and Landlord covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor ’s invoice (such demand to include reasonable evidence of the costs so incurred by Tenanttogether with supporting documentation), and Landlord has not, within ten (10) business days of its receipt of Tenant's demandsuch invoice, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) 20% of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term. (C) Any dispute pursuant to the provisions of this Section 16.17 shall be subject to arbitration in accordance with the provisions of Section 16.31 hereof.

Self-Help. (A) If at any time there shall occur an Event of Default by Tenant in the performance of Tenant is in existence and continuingany obligation under this Lease, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryact. All sums so paid by Landlord (together with interest at the Default Rate rate of two and one-half percentage points over the then prevailing prime rate in Boston as set by Bank of America or its successor (as defined but in Section 8.22 belowno event greater than the maximum rate permitted by applicable law) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that (a) Landlord shall be in default in the performance fails to make such repairs as are required of any of Landlord's obligations Landlord under this Lease beyond or to perform any other obligations of Landlord hereunder within thirty (30) days after written notice from Tenant to Landlord and to the expiration holder of any mortgage on the Property of which Tenant has been given written notice by Landlord specifying the nature of such repairs or other obligations or (b) if such repairs or other obligations are of the applicable type which cannot be made or performed within such thirty (30) days after such written notice and cure periods provided in Section 7.2 abovefrom Tenant, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to commence making such repairs or to perform such obligations within such thirty (i30) commence to cure such default within the time periods specified in said Section 7.2 day period and (ii) thereafter prosecute such cure repairs or other obligations to completion with due diligence given the nature thereofcompletion, then thereafter at any time prior to Landlord's or such mortgagee's Landlord commencing such cure repairs or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cureother obligations, Tenant may, but need is not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Leaseobligated to, at law make such repairs or in equity on account of such default of Landlord), perform such obligation other obligations and charge may make a demand on Landlord for payment of the reasonable out of pocket cost thereof to Landlordactually incurred by Tenant and Landlord shall pay the reasonable out of pocket cost thereof; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) receipt of such demand, Landlord shall not have paid same, then subject to the last sentence of this paragraph, Tenant shall have the right to bring suit in a court of competent jurisdiction in the Commonwealth of Massachusetts seeking payment of the sum so claimed in Tenant’s demand. However, in no event shall Tenant have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Rent, or any Additional Rent or other charges payable under this Lease until offset in fullLease. Notwithstanding Further, Landlord’s failure to pay Tenant’s demand shall not be a default of Landlord or give Tenant the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant terminate this Lease, Tenant’s only right being to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (bring suit as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termaforesaid.

Self-Help. If Tenant defaults in the performance of any obligation imposed on it by this Lease (Aother than failure to pay the Base Rent or additional rent), and Tenant does not cure such default, breach or inaccuracy within the time period(s) If an Event of Default of Tenant is provided in existence and continuingSection 11.1 above, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make at any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence time thereafter to cure such default within default, breach or inaccuracy for the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writingTenant, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant Tenant, within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demanda statement therefor, given written notice to Tenant objecting to such demand shall reimburse Landlord for any amount paid and submitting the same to arbitration under Section 8.31 below (any expense or if Landlord has timely disputed Tenant's demandcontractual liability so incurred, has submitted such dispute to arbitration in accordance together with said Section 8.31 an overhead and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject management fee equal to the last sentence of this paragraph, Tenant shall have the right greater of: (a) two hundred and fifty dollars ($250.00); and (b) an amount equal to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent five per cent (105%) of the amount paid or incurred by Landlord. Any sum not paid when due shall accrue interest thereafter at the Interest Rate. In the event of Annual Fixed Rent which would otherwise have been due and payable an emergency, or where necessary to prevent injury to persons or damage to the Premises, Landlord may cure any such default, breach or inaccuracy by Tenant before the expiration of the cure period set forth above, with such written or oral notice to Tenant as is appropriate under the circumstances. Tenant’s failure to pay Landlord any sum due pursuant to this Section 11.4 within such thirty (30) day period, shall be considered a default in the payment of Rent and Landlord shall have all rights and remedies available to Landlord for such default in the payment of Rent. The option in this Section is for the protection of Landlord and its existence does not release Tenant from its obligation to perform under this Lease, nor will it deprive Landlord of any other legal rights it may have by reason of any default of Tenant. In the event Landlord shall perform any such covenants, conditions or agreements, Tenant agrees that Landlord, unless its agents or employees, may enter the aggregate amount Premises and that such entry and such performance shall not constitute an eviction of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event whole or in part, nor relieve Tenant may effect such offset from the continued performance of all covenants, conditions and agreements of this Lease, and further, to the fullest extent permitted by making deductions from each monthly installment law, that Landlord and its agents and employees shall not be liable for any claims or loss or damage to Tenant or any claiming through or under Tenant, unless caused by the gross negligence or willful misconduct of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermLandlord, or its agents or employees.

Self-Help. (A) If at any time there is an uncured Event of Default in the performance of any obligation by Tenant is in existence and continuingunder this Lease, Landlord shall have the immediate right, but shall not be obligated, to enter upon the Premises in accordance with the Entry Safeguards as set forth in Section 2.04 hereof, and to perform such obligation obligation, notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such defaultEvent of Default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryact. All sums so paid by Landlord (together with interest at an annual rate equal to the Default Rate (as defined rate specified in Section 8.22 below) this Article 15 and all necessary incidental costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable by Tenant to Landlord immediately on demandwithin ten (10) days following notice to Tenant. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In . Notwithstanding anything to the event that contrary contained in this Lease, if Landlord shall fail to perform any of the terms, provisions, covenants or conditions to be in default in the performance performed or complied with by Landlord pursuant to this Lease after expiration of a 30 day notice period, then Tenant may, at Tenant's option, without any obligation to do so, after delivery of an additional 5 day written notice to Landlord, perform any such term, provision, covenant, or condition. If Tenant so performs any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writinghereunder, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all necessary incidental costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant notice to Landlord, unless including interest thereon at the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, interest rate specified in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termthis Article 15.

Self-Help. (A) 32.1 If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of observance of any of Landlord's obligations under agreement or condition in this Lease beyond contained on its part to be performed or observed other than an obligation to pay money and shall not cure such default within the expiration of the applicable notice and cure periods times provided in Section 7.2 above, then if Landlord this Lease (or the holder of any such mortgage (at the option of such mortgagee) fails to (i) shall not within said period commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute the curing of such cure default to completion with due diligence given the nature thereofdiligence), then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and at its option, without limitation waiving any claim for breach of any other rights and remedies to which Tenant may be entitled under this Lease, at law any time thereafter cure such default for the account of Tenant. Any amount paid by or on behalf of Landlord in equity on so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom. The foregoing notwithstanding Landlord may cure any such default as aforesaid prior to the expiration of said grace period but after notice to Tenant, if the curing of such default prior to the expiration of said grace period is reasonably necessary to protect the Premises or any part thereof or Landlord)’s interest therein, perform such obligation and charge or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the reasonable cost thereof to Landlord; providedaccount of Tenant hereunder, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (said amount together with interest thereon at the Default Rate) Interest Rate shall be deemed additional rent and all costs and shall become due on demand or together with the next installment of fixed annual rent due hereunder, whichever is sooner. 32.2 Bills for any expenses incurred by Landlord in connection with the performance of any such act performance by it for the account of Tenant, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees and disbursements, involved in collecting or endeavoring to collect the Fixed Annual Rent or Additional Rent or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant*s obligations hereunder, under or in connection with this Lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after a default by Tenant or upon the expiration or sooner termination of this Lease, and interest on all sums advanced by Landlord under this Article at the Interest Rate, may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration as Additional Rent in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount terms of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termbills.

Self-Help. (Aa) If In the event that for reasons, not caused by Tenant (or any of its employees or agents) or an Event event of Default of Tenant is in existence and continuingForce Majeure, Landlord fails to provide any services or utility or perform any repairs or maintenance for the Leased Premises required of Landlord under the Lease (and such failure continues after Landlord has been provided notice thereof and a reasonable period within which to cure such failure) and such failure materially impairs Tenant’s use and occupancy of the Leased Premises (collectively, the “Cure Conditions”), then Tenant may deliver written notice (“Cure Notice”) to Landlord stating that Tenant intends to perform such repair or maintenance. Prior to Tenant undertaking any action to cure or remedy such condition, Tenant shall first allow Landlord and Landlord’s lender(s) thirty (30) days following receipt by Landlord of such Cure Notice to cure or remedy the event or condition specified in Tenant’s notice; provided, however, if such default cannot be with reasonable diligence be cured within said thirty (30) day period, this period shall be extended for such longer period as may be reasonably required to effect such cure, provided that Landlord or Landlord’s lender commences to cure such default within such thirty (30) days and proceeds diligently thereafter to effect such cure (the “Final Cure Period”). If Landlord or Landlord’s lender(s) fails to cure or remedy such condition within such Final Cure Period, then Tenant, at Tenant’s option, may immediately commence to cure or remedy such condition (i.e., perform such repair or maintenance). Should Tenant take action to make such repairs or take such action as necessary to rectify such Cure Conditions when permitted to do so pursuant to the provisions hereof, then Tenant shall have the right, but right to deliver an invoice to Landlord for the reasonable (and competitive) and actual out-of-pocket costs and expenses incurred by Tenant therefor (“Reimbursable Costs”); and Landlord shall not pay to Tenant the amount of such invoice within thirty (30) days after delivery of such invoice by Tenant. (b) In no event shall Tenant be obligated, entitled to enter upon exercise the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease cure rights set forth above with respect to such default. In performing such obligationany base Building systems or structural components, Landlord may make (except with respect to any payment of money or perform base Building systems within the Leased Premises (provided that the work performed by Tenant within the Premises could not affect any other act as is reasonably deemed necessary. All sums so paid by Landlord part of the Building or any services provided to any other part of the Building or occupant of the Building). (together with interest at c) In the Default Rate event Tenant exercises its right hereunder to cure any Cure Conditions, Tenant shall (as defined i) proceed in Section 8.22 below) and all costs and expenses in connection accordance with the performance applicable provisions of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable all applicable legal requirements; (ii) use only qualified contractors duly licensed in the State of Maryland, which may include Landlord’s contractors, provided that Landlord provides to Tenant the names of such contractors within three (3) days after Landlord immediately receives a written request therefor; (iii) upon commencing such repairs, complete the same within a reasonable period of time, (iv) effect such repairs in a good and workmanlike quality; (v) use new materials; (vi) minimize any interference or impact on demand. Landlord may exercise the foregoing rights without waiving any other tenants and occupants of the Building; and (vii) indemnify and hold Landlord and its rights or releasing Tenant lender(s) harmless from any and all liability, damage and expense arising from injury to persons or personal property arising out of its obligations under this Leaseor resulting from Tenant’s exercise of such rights. (Bd) In the event that Landlord shall be in default in does not reimburse Tenant for Tenant’s Reimbursable Costs related to any and all work associated with rectifying the performance of any of Landlord's obligations under this Lease beyond Cure Conditions, including the expiration of the applicable notice costs and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 expenses incurred and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) for design, engineering, permitting, administration, management and all costs and expenses in connection with the performance construction of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant necessary work, within thirty (30) days of Tenant's demand therefor (’s invoice, Tenant may deduct such demand to include reasonable evidence amounts against the next due installments of Minimum Rent due under the costs so incurred by Tenant)Lease, and Landlord has notprovided, within ten (10) business days of its receipt of Tenant's demandhowever, given written notice to in no event shall Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within offset more than thirty percent (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly any installment of Annual Fixed Minimum Rent in equal monthly amounts over the balance of the remainder of the Lease Termdue for any month.

Self-Help. (A) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default either party defaults in the performance of any of Landlord's obligations under non-monetary obligation imposed on it by this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to does not cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after written notice from the issuance thereof) then subject other party specifying the default (or does not within said period commence and diligently proceed to cure such default), the last sentence other party, without waiver of this paragraphor prejudice to any other right or remedy it may have, shall have the right at any time thereafter to cure such default for the account of the defaulting part, and the defaulting party shall reimburse the other party for any reasonable amount paid and any expense or contractual liability so incurred upon invoice. In the event Tenant is not reimbursed by Landlord as herein required or should Tenant elect to cure a default by Landlord in the performance of Landlord's obligations and is not reimbursed for its reasonable expenses upon invoice, Tenant shall have the right right, at its sole discretion, of offsetting any payment(s) next due to offset Landlord, until which time Tenant has been completely reimbursed for its expenses. The foregoing to the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoingcontrary notwithstanding, Tenant shall have no right of offset for sums due or to reduce cure any monthly installment default hereunder unless and until Tenant has given not less than thirty (30) days prior written notice of Annual Fixed Rent such default to the holder of any mortgage or Mortgage on the Demised Premises or the Center of which Tenant has received notice from Landlord and such holder fails to cure or causes Landlord to cure said default. In the event of emergencies, or where necessary to prevent injury to persons or damage to property, either party may cure a default by more than ten percent (10%) the other before the expiration of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant waiting period but after giving such notice to Landlord, unless the aggregate amount of such deductions over other party as may be reasonable under the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termcircumstances.

Self-Help. 25.01 Each party covenants and agrees that if it at any time fails to make any payments or perform any act which it is obligated to make or perform under this Lease, (Asuch party being referred to as the "Obligated Party") If an Event of Default of Tenant is in existence and continuing, Landlord shall have then the rightother party may, but shall will not be obligatedobligated to, after Lease CMT 103001.wpd the Obligated Party's time to enter upon make any such payment or the Premises and time for the Obligated Party to perform any such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made act as provided in this Lease with respect has expired and any required notice has been given, and without waiving or releasing Obligated Party from any of its obligations under this Lease, make any such payment or perform any such act in such manner and to such defaultextent as is necessary and consistent with Obligated Party's obligations hereunder. In performing exercising any such obligationrights, the other party may pay or incur costs and expenses, including, without limitation, reasonable attorneys' fees. Notwithstanding the foregoing, Landlord may make any such payment of money or either party may perform any other such act before the time to do so (as provided in this Lease) has expired, if payment or performance of the same is reasonably deemed necessary. necessary or required prior to the expiration of the applicable grace period for the preservation or protection of the Building and/or Demised Premises. 25.02 All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses or incurred in connection with the performance of any such act by Landlord, shall together with interest thereon from the date that the Landlord made such expenditure at the rate which CitiBank announces as its so-called prime rate or base rate, from time to time for the first month after the making of such expenditure, and thereafter at the rate of five (5) percentage points above the such prime lending rate or the maximum rate allowed by law, whichever is less, will be deemed to be Additional Rent under additional rent hereunder and, except as otherwise in this Lease and shall expressly provided, will be payable to Landlord immediately or Tenant on demand. demand or, at the option of Landlord or Tenant, may exercise the foregoing rights without waiving be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) 32.1 If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of observance of any of Landlord's obligations under agreement or condition in this Lease beyond contained on its part to be performed or observed other than an obligation to pay money and shall not cure such default within the expiration of the applicable notice and cure periods times provided in Section 7.2 above, then if Landlord this Lease (or the holder of any such mortgage (at the option of such mortgagee) fails to (i) shall not within said period commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute the curing of such cure default to completion with due diligence given the nature thereofdiligence), then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and at its option, without limitation waiving any claim for breach of any other rights and remedies to which Tenant may be entitled under this Lease, at law any time thereafter cure such default for the account of Tenant. Any amount paid by or on behalf of Landlord in equity on so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom. The foregoing notwithstanding Landlord may cure any such default as aforesaid prior to the expiration of said grace period but after notice to Tenant, if the curing of such default prior to the expiration of said grace period is reasonably necessary to protect the Premises or any part thereof or Landlord)’s interest therein, perform such obligation and charge or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any amount paid for the reasonable cost thereof to Landlord; providedaccount of Tenant hereunder, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (said amount together with interest thereon at the Default Rate) Interest Rate shall be deemed additional rent and all costs and shall become due on demand or together with the next installment of fixed annual rent due hereunder, whichever is sooner. 32.2 Bills for any expenses incurred by Landlord in connection with the performance of any such act performance by it for the account of Tenant, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable counsel fees and disbursements, involved in collecting or endeavoring to collect the Fixed Annual Rent or Additional Rent or any part thereof or enforcing or endeavoring to enforce any rights against Tenant or Tenant*s obligations hereunder, under or in connection with this Lease or pursuant to law, including any such cost, expense and disbursement involved in instituting and prosecuting summary proceedings or in recovering possession of the Premises after default by Tenant or upon the expiration or sooner termination of this Lease, and interest on all sums advanced by Landlord under this Article at the Interest Rate, may be sent by Landlord to Tenant monthly, or immediately, at its option, and such amounts shall be due and payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration as Additional Rent in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount terms of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termbills.

Self-Help. (A) If an Event Tenant shall at any time default in the performance of Default any obligation under this Lease after notice to Tenant thereof and expiration of Tenant is in existence and continuingthe applicable cure period, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessaryact. All reasonable, out of pocket sums so paid by Landlord (together with interest at the Default Rate rate of two and one-half percentage points over the then prevailing prime rate in Boston as set by Bank of America, N.A., or its successor (as defined but in Section 8.22 belowno event greater than the maximum rate permitted by applicable law) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that (a) Landlord shall be in default in the performance fails to make such repairs as are required of any of Landlord's obligations Landlord under this Lease beyond or to perform any other obligations of Landlord hereunder within thirty (30) days (or such shorter period as may be appropriate in an emergency) after written notice from Tenant to Landlord and to the expiration holder of any mortgage on the Property of which Tenant has been given written notice by Landlord specifying the nature of such repairs or other obligations or (b) if such repairs or other obligations are of the applicable type which cannot be made or performed within such thirty (30) days after such written notice and cure periods provided in Section 7.2 abovefrom Tenant, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to commence making such repairs or to perform such obligations within such thirty (i30) commence to cure such default within the time periods specified in said Section 7.2 day period and (ii) thereafter prosecute such cure repairs or other obligations to completion with due diligence given the nature thereofcompletion, then thereafter at any time prior to Landlord's or such mortgagee's Landlord commencing such cure repairs or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cureother obligations, Tenant may, but need is not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Leaseobligated to, at law make such repairs or in equity on account of such default of Landlord), perform such obligation other obligations and charge may make a demand on Landlord for payment of the reasonable out of pocket cost thereof to Landlordactually incurred by Tenant and Landlord shall pay the reasonable out of pocket cost thereof; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) receipt of such demand, Landlord shall not have paid same, then subject to the last sentence of this paragraph, Tenant shall have the right either (i) to bring suit in a court of competent jurisdiction in the Commonwealth of Massachusetts or (ii) to arbitrate such claim pursuant to the provisions of subsection (C) below, in either case seeking payment of the sum so claimed in Tenant’s demand. However, in no event shall Tenant have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Rent, or any Additional Rent or other charges payable under this Lease until offset in fullLease. Notwithstanding Further, Landlord’s failure to pay Tenant’s demand shall not be a default of Landlord or give Tenant the foregoing, Tenant shall have no right to reduce any monthly installment terminate this Lease, Tenant’s only right being to bring suit or arbitrate as aforesaid. If either Tenant or Landlord elects to arbitrate such claim, then as to that claim the electing party hereby waives the right to bring suit on such claim other than to enforce the result of Annual Fixed Rent such arbitration. (C) Any disputes relating to this Section 8.17 may be submitted to arbitration in accordance with the provisions of Massachusetts law, as from time to time amended. Arbitration proceedings, including the selection of an arbitrator, shall be conducted pursuant to the rules, regulations and procedures from time to time in effect as promulgated by more than the American Arbitration Association. Prior written notice of application by either party for arbitration shall be given to the other at least ten percent (10%) days before submission of the amount application to the said Association’s office in the City of Annual Fixed Rent which would otherwise have been due Boston. The arbitrator shall hear the parties and payable by Tenant their evidence. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be entered in any court of law with jurisdiction over the Building, and the parties consent to Landlord, unless the aggregate amount jurisdiction of such deductions over court and further agree that any process or notice of motion or other application to the remainder court or a judge thereof may be served outside Massachusetts by registered mail or by personal service, provided a reasonable time for appearance is allowed. The costs and expenses of each arbitration hereunder and their apportionment between the parties shall be determined by the arbitrator in his award or decision. No arbitrable dispute shall be deemed to have arisen under this Lease prior to (i) the expiration of the Lease Term period of twenty (as 20) days after the same may have been extendeddate of the giving of written notice by the party asserting the existence of the dispute together with a description thereof sufficient for an understanding thereof; and (ii) will be insufficient to fully reimburse where a Tenant for payment is in issue, the amount demanded billed by Landlord having been paid by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance or observance of any of Landlord's obligations under agreement or condition in this Lease beyond the expiration of the applicable notice contained on its part to be performed and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) observed and shall 12 -12- not commence to cure such default within the period prescribed in this Lease, Landlord may, at its option, without waiving any claim for damages, at any time periods specified thereafter give written notice to Tenant that if the cure is not commenced within thirty (30) days, and thereafter diligently prosecuted to completion, Landlord will cure such default for the account of Tenant, and any reasonable amount paid for any contractual liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of the Tenant and Tenant agrees to reimburse Landlord therefor or save Landlord harmless therefrom; provided, that Landlord may cure any such default as aforesaid prior to the expiration of any waiting period, but after notice to Tenant if the curing of such default prior to the expiration of such waiting period is reasonably necessary to protect the real estate of Landlord's interest therein, or to prevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upon demand for any cost incurred, said Section 7.2 amount shall be added to and become due as a part of the next payment of rent due hereunder. If Landlord shall default in the performance or observance of any agreement or condition in this Lease contained on its part to be performed or observed hereunder and shall not cure such default within thirty (ii30) days after notice thereof from Tenant (or, if such default cannot reasonably be cured within thirty (30) days, Landlord shall not within said period commence to cure such default and thereafter prosecute the curing of such cure default to completion with due diligence given the nature thereofdiligence), then thereafter at its option Tenant may, at any time prior to Landlord's or thereafter cure such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given default for the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default Landlord, and any amount paid for any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord), perform such obligation and charge the reasonable cost thereof Landlord shall agree to Landlordreimburse Tenant therefor or to save Tenant harmless therefrom; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of cure any such act by Tenant shall be payable default as aforesaid prior to Tenant immediately on demandthe expiration of said waiting period as is reasonably necessary to protect the real estate of Tenant's interest therein or to prevent injury or damage to persons or property. If Landlord fails shall fail to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant)therefor, and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting may deduct the same to arbitration under Section 8.31 below (from the rent or if any other sum due Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termhereunder.

Self-Help. (A) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in existence and continuingthe case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after ten (10) business days’ written notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving, or releasing Tenant from, any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Rate annual rate equal to the sum of (a) the base rate from time to time announced by Bank of America, N.A. or its successor as defined its prime or base rate and (b) two percent (2%) (but in Section 8.22 below) and all costs and expenses in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to the Landlord immediately on demandwithin thirty (30) days of Landlord’s furnishing Tenant an invoice therefor, accompanied by reasonable substantiation, and Tenant covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Tenant fails to reimburse Landlord may exercise for the foregoing rights without waiving any other sums paid by Landlord within thirty (30) days of Landlord’s invoice (together with supporting documentation), and Tenant has not, within ten (10) business days of its rights receipt of such invoice, given written notice to Landlord objecting to such demand, then the amount invoiced by Landlord, as set forth above, shall be added to any rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent. (B) In the event that If Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior fail to Landlord's or perform any Tenant Self-Help Obligation (as hereinafter defined), and (except in the case of emergency) should such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curefailure continue beyond applicable grace periods, Tenant may, but need shall not be obligated so to do, after (i) ten (10) business days’ written notice to and demand upon Landlord, or (ii) in the event of an emergency, reasonable prior notice under the circumstances (which notice may be oral), explicitly setting forth the basis for Tenant’s claim of default and specifying that Tenant intends to invoke Tenant’s rights under this Section 16.17(B) (“Tenant’s Self Help Notice”), and without limitation waiving, or releasing Landlord from, any obligations of any other rights Landlord in this Lease contained, perform such Tenant Self-Help Obligation in such manner and remedies to which Tenant such extent as may be entitled under reasonably necessary. For the purposes hereof, “Tenant Self-Help Obligations” shall be defined as any service, maintenance, repair or other obligation that Landlord is obligated to provide or perform pursuant to the provisions of this Lease, at law except for any service, maintenance or in equity on account repair which might affect other tenants or occupants of such default of Landlord)the Podium Building. Without limiting the foregoing, perform such obligation maintenance and charge repairs to the reasonable cost thereof to Landlord; providedroof, howeverstructure, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need Building Systems shall not be in writing, and (ii) considered to be Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticeSelf-Help Obligations. All sums reasonably so incurred and paid by Tenant (and all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self-help rights pursuant to this Section 16.17(B), together with interest thereon at the Default Rateannual rate equal to the sum of (a) the base rate from time to time announced by Bank of America, N.A. or its successor as its prime or base rate and all costs and expenses (b) two percent (2%) (but in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Tenant Tenant, shall be payable to the Tenant immediately on demandwithin thirty (30) days of Tenant’s furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and Landlord covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor ’s invoice (such demand to include reasonable evidence of the costs so incurred by Tenanttogether with supporting documentation), and Landlord has not, within ten (10) business days of its receipt of Tenant's demandsuch invoice, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) 20% of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term. (C) Any dispute pursuant to the provisions of this Section 16.17 shall be subject to arbitration in accordance with the provisions of Section 16.33 hereof.

Self-Help. (A) If an Event Landlord fails to perform any maintenance or repair to the Premises or the Common Areas that is Landlord’s obligation under this Lease, which failure materially, adversely affects Tenant’s operation of Default of its business in the Premises, then Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and right to perform such obligation notwithstanding maintenance or repair in accordance with the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by following procedure: (i) Tenant must first give Landlord (together with interest at the Default Rate and any mortgagee whose address has been provided to Tenant) written notice (as defined in Section 8.22 below“Notice of Self-Help”) and all costs and expenses in connection with the performance of (a) Landlord’s failure, after any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 aboveperiod, then if Landlord to provide such repair or maintenance to the Premises or the holder of any such mortgage (at Common Areas, as required under the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 Lease; and (iib) thereafter prosecute such cure Xxxxxx’s intent to completion with due diligence given the nature thereof, then thereafter at any time prior take self-help action pursuant to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demandParagraph 35. If Landlord fails or refuses to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (commence such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, repair or maintenance within ten (10) business days of its after Landlord’s receipt of the Notice of Self-Help, subject to extension for reasons beyond Landlord’s reasonable control including, without limitation any delays caused by Tenant's demand, given then Tenant shall have the option to exercise its self-help right subject to the following terms and conditions; (ii) any contractor performing work upon any component of the Premises still under warranty, including without limitation the roof of the Premises, must be approved by the applicable manufacturer as an authorized servicer of such component; (iii) Tenant shall take only such action as is reasonably necessary to correct the defective condition; (iv) all work done in accordance with this Paragraph 35 must be performed at a reasonable and competitive cost and expense; (v) any work done by Tenant under this Paragraph 35 is otherwise subject to all applicable laws, ordinances, rules, regulations and orders and the terms and conditions of the Lease. In the event Tenant exercises its self-help right as hereinabove provided and provided Landlord, acting in good faith, does not dispute Xxxxxx’s right to exercise its self help remedy set forth herein, such dispute to be evidenced by Xxxxxxxx’s written notice to Tenant objecting to such demand and submitting Xxxxxx delivered within ten (10) business days from Landlord’s receipt of the same to arbitration under Section 8.31 below (or if Notice of Self-Help, Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay shall reimburse Tenant the amount actual, reasonable cost of any final, unappealable arbitration award against Landlord such repair within thirty (30) business days after of Landlord’s receipt from Tenant of (i) copies of invoices and paid checks evidencing the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) cost of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlordrepair, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.and

Self-Help. (A) If an Event of Default of Tenant is In addition to the remedies set forth in existence and continuingXxxxxxxxx 00.0, Landlord Xxxxxxxx shall have the right, but shall not be obligatedupon advance written notice as set forth below, to enter upon the Premises and at all times when Tenant has failed to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease., to enter the Premises for the purpose of curing any uncured event of default of Tenant (whether or not such default is yet an event of default), and no entry for that purpose shall be deemed to work a forfeiture or termination of this Lease. Tenant shall permit such entry, and in that regard: (Ba) In the event that Landlord shall be give at least seven (7) days’ written notice to Tenant of its intention to enter the Premises for that purpose, but may enter upon a shorter period of notice or without notice where in Landlord’s reasonable judgment there is real or immediate emergency or danger to persons or property or where any delay in remedying the default could materially prejudice Landlord or its interest in the performance Premises; (b) For the purpose of any curing the default of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law Landlord may perform said obligation or in equity on account cause said obligation to be performed and do or cause to be done those things that may be necessary or incidental thereto including without limiting the generality of such default of Landlord), perform such obligation and charge the foregoing the right to make reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof installations and to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses expend monies reasonably in connection with such right; and (c) Tenant shall reimburse Landlord upon written demand, accompanied by paid receipts or other substantiating evidence of cost, for all reasonable expenses incurred by Landlord in remedying such default. Landlord shall be under no obligation to remedy any default by Tenant and shall not incur any liability to Tenant for any act or omission in the performance course of its remedying or attempting to remedy any default except to the extent such act or omission constitutes intentional misconduct by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days or negligence of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (Aa) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is in existence and continuingobligated to make or perform under this Lease then Landlord, Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after notice to enter and demand upon Tenant and the Premises expiration of the applicable grace period, or without notice to or demand upon Tenant (or such reduced notice as may be reasonable in the circumstances) in the case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving or releasing Tenant from any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to make or perform under this Lease in such manner and to such default. In performing extent as Landlord shall determine, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarynecessary and incidental costs and expenses, employ counsel and incur and pay reasonable attorneys' fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by LandlordLease Interest Rate, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to Landlord immediately on demand. , and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord may exercise the foregoing rights without waiving shall have (in addition to any other right or remedy of its Landlord) the same rights or releasing and remedies in the event of the nonpayment thereof by Tenant from any as in the case of its obligations under this Leasedefault by Tenant in the payment of Annual Fixed Rent. (Bb) If a condition described in Section 7.4 shall exist which materially and adversely affects Tenant's ability to conduct business in any critical area of the Premises (such as the trading floor, computer room, or executive management floor or floors), which remains uncured for more than four (4) hours after notice from Tenant, Tenant may take such action as is reasonably required to cause the condition to be cured, whereupon Landlord shall be relieved of the responsibility for curing such condition. In any such case, Tenant shall indemnify Landlord from and against all loss, cost and expense incurred by Landlord with respect to any damage to the Building or any portion thereof caused by Tenant's cure of actions hereunder. If Tenant takes action to cure any condition in accordance with this Subsection 20.16(b), Tenant shall promptly notify Landlord of the action taken by Tenant to effect such cure, and Landlord shall reimburse Tenant for the reasonable out of pocket third party costs incurred by Tenant in performing such cure. The costs so reimbursed by Landlord to Tenant shall be included in Operating Expenses. (c) In the event that Landlord shall of an emergency, where an act is required to be performed in default in order to avoid injury to persons or material damage to the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord Premises or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereofBuilding, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant party shall have the right of self-help, without formal notice or demand, except that in emergency situations, either party shall attempt to offset communicate with the amount other party's designated representatives in person or by telephone to alert such party to the emergency condition. The party who should have performed the cure of the emergency condition shall reimburse the other for the reasonable out of pocket third party costs incurred by the party performing such sums demanded cure. The costs so reimbursed by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Landlord to Tenant shall be included in Operating Expenses. (d) In all cases, the right of self-help provided for in this Section 20.16 shall be carefully and judiciously exercised, it being agreed that whenever possible, the party initially responsible for taking any action shall be given reasonable and sufficient opportunity to do so, in order to avoid any conflict with respect to whether or not self-help should have no right been exercised, or with respect to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) the reasonableness of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termexpenses incurred.

Self-Help. (Aa) If an Event With the exception of Default Landlord’s obligations under the Work Letter (with respect to which Tenant’s self-help rights shall be governed by the terms of the Work Letter), if Landlord fails to fulfill its obligations under this Lease, Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is in existence and continuingrequired to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) days after receipt of such notice from Tenant, Tenant shall have the right, but shall not be obligatedthe obligation, to enter upon the Premises carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance expenses incurred by Landlord is made Tenant in this Lease connection with respect to such default. In performing such obligationcure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord fails to pay Tenant the amount requested within said fifteen (together with 15) day period, such unpaid amounts shall accrue interest at the Default Rate (as defined in Section 8.22 below) which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and all costs Tenant hereby expressly waives such right, unless and expenses in connection until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the performance Lease which Tenant alleges that Landlord failed to perform, and such right of any such act by Landlord, set-off shall be deemed applicable only to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration amount of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has judgment not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded may be asserted by Tenant against installments of Rent thereafter coming due. (b) Amounts due from Landlord to which the Annual Fixed Rent Default Rate has been applied shall continue to accrue interest at the Default Rate after entry of judgment and Additional Rent payable under this Lease issuance of execution thereon until offset paid in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant Section 45.1 Provided that no monetary or material, non-monetary default under this Lease is in existence and continuing, subject to the notice requirements set forth below, in the event Tenant advises Landlord in writing that Tenant claims Landlord has failed to perform its obligations with respect to the repair and maintenance of the DX Unit in accordance with the express terms of Article 7 (collectively, the “DX Maintenance Obligations”), Tenant shall have the right, but shall not be obligated, right to enter upon the Premises and to perform remedy such obligation notwithstanding the fact Landlord failure provided that no specific provision for such substituted performance failure by Landlord is made of the DX Maintenance Obligations adversely affects Tenant’s ability to conduct Tenant’s normal business operations in this Lease with respect at least 5,000 rentable square feet of the Premises. Section 45.2 Tenant’s right to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise remedy the foregoing rights without waiving any other DX Maintenance Obligations shall (x) arise immediately in case of its rights or releasing an emergency whereby Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be believes, in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 abovegood faith, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to there is (i) commence imminent threat of physical injury to cure such default within the time periods specified in said Section 7.2 and persons or (ii) thereafter prosecute such cure imminent threat of damage (other than a de minimis nature) to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, property that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writingreasonably mandates an immediate response, and (iiy) in all other cases arise only after Tenant may make such emergency repairs and charge the reasonable cost thereof shall have first delivered to Landlord if either Landlord or written notice of such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demandfailure as set forth below. If Landlord fails to commence to remedy a failure to perform the DX Maintenance Obligations within fifteen (15) days after delivery of Tenant’s notice, Tenant may deliver a second written notice of such failure to Landlord in 18 point print stating: “LANDLORD HAS FAILED TO PERFORM ITS DX MAINTENANCE OBLIGATIONS UNDER ARTICLE 7 OF THE LEASE. IF LANDLORD FAILS TO COMMENCE TO REMEDY LANDLORD’S FAILURE TO PERFORM SUCH OBLIGATIONS WITHIN FIVE (5) BUSINESS DAYS, TENANT INTENDS TO EXERCISE ITS RIGHT OF SELF-HELP UNDER ARTICLE 45 OF THE LEASE,” and if Tenant delivers such second notice and Landlord fails to commence such remedy within such five (5) Business Day period and thereafter diligently pursue such remedy, then Tenant shall have the right to remedy such failure as provided above. Notwithstanding the time periods described above, Landlord shall use good faith efforts to commence the DX Maintenance Obligations as soon as commercially practicable. If Tenant performs any of Landlord’s DX Maintenance Obligations, Landlord shall reimburse Tenant for the sums paid by Tenant within thirty (30) days its reasonable out-of-pocket costs of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord performance within thirty (30) days after the issuance thereof) then subject a statement is given to the last sentence Landlord of this paragraph, Tenant shall have the right to offset the amount of such sums demanded costs and the parties to which such payments have been made, unless Landlord notifies Tenant that Landlord disputes either the propriety of Tenant’s action and/or that the costs incurred by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termwere excessive.

Self-Help. If Tenant defaults in the performance of any obligation imposed on it by this Lease (Aother than failure to pay the Base Rent or additional rent), and Tenant does not cure such default, breach or inaccuracy within the time period(s) If an Event of Default of Tenant is provided in existence and continuingSection 11.1 above, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make at any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence time thereafter to cure such default within default, breach or inaccuracy for the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writingTenant, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant Tenant, within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demanda statement therefor, given written notice to Tenant objecting to such demand shall reimburse Landlord for any amount paid and submitting the same to arbitration under Section 8.31 below (any expense or if Landlord has timely disputed Tenant's demandcontractual liability so incurred, has submitted such dispute to arbitration in accordance together with said Section 8.31 an overhead and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject management fee equal to the last sentence of this paragraph, Tenant shall have the right greater of: (a) two hundred and fifty dollars ($250.00); and (b) an amount equal to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent five per cent (105%) of the amount paid or incurred by Landlord. Any sum not paid when due shall accrue interest thereafter at the Interest Rate. In the event of Annual Fixed Rent which would otherwise have been due and payable an emergency, or where necessary to prevent injury to persons or damage to the Premises, Landlord may cure any such default, breach or inaccuracy by Tenant before the expiration of the cure period set forth above, with such written or oral notice to Tenant as is appropriate under the circumstances. Tenant’s failure to pay Landlord any sum due pursuant to this Section 11 A within such thirty (30) day period, shall be considered a default in the payment of Rent and Landlord shall have all rights and remedies available to Landlord for such default in the payment of Rent. The option in this Section is for the protection of Landlord and its existence does not release Tenant from its obligation to perform under this Lease, nor will it deprive Landlord of any other legal rights it may have by reason of any default of Tenant. In the event Landlord shall perform any such covenants, conditions or agreements, Tenant agrees that Landlord, unless its agents or employees, may enter the aggregate amount Premises and that such entry and such performance shall not constitute an eviction of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event whole or in part, nor relieve Tenant may effect such offset from the continued performance of all covenants, conditions and agreements of this Lease, and further, to the fullest extent permitted by making deductions from each monthly installment law, that Landlord and its agents and employees shall not be liable for any claims or loss or damage to Tenant or any claiming through or under Tenant, unless caused by the gross negligence or willful misconduct of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermLandlord, or its agents or employees.

Self-Help. In the event that Landlord shall, subject to any limitations set forth in this Lease, fail to perform its obligations set forth in Sections 9.2(a) and 9.2(b) hereof and if such failure shall continue for thirty (A30) If an Event days after Tenant's written notice thereof to Landlord and to any first mortgagee of Default Landlord's interest in the Leased Premises whose name and address has theretofore been given to Tenant (such thirty (30) day period to be extended for each day of delay due in whole or in part to any strike, lockout, labor trouble (whether legal or illegal), civil disorder, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, shortages, accidents, casualties, acts of God, acts caused directly by Tenant is in existence or Tenant's agents, employees and continuinginvitees, or any other causes beyond the reasonable control of and affecting both Landlord shall have the rightand Tenant) Tenant may, but shall not be obligatedrequired to, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision or pay for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlordwork; provided, however, that in the case of emergency repairs (i) such notice by Tenant to if Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs shall within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within said thirty (30) days of Tenant's demand therefor day period (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with as said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after day period may be extended as aforesaid) commence to cure such failure or failures and shall be diligently pursuing the issuance thereof) same, then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent proceed hereunder. All reasonable sums paid by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded performance of such work under the terms of this self-help provision shall constitute a credit Annual Rent to be paid under Section 1.3(b) hereof and may be deducted from current Annual Rent next payable hereunder. Should Tenant perform any work to be performed by Landlord as part of Landlord's Replacement Obligations, Tenant shall pay to Landlord its share of said costs, except for interest thereon, as set forth in this Lease but Annual Rent shall be abated to cover Tenant's cost of such replacement. In that regard, Tenant shall supply Landlord with the Certification, together with evidence of the costs of such work, together with such information reasonably requested by Landlord so that Landlord may determine the depreciable life of any such items so replaced by Tenant, in which event and Tenant may effect not offset any amounts with respect thereto against Annual Rent as set forth in Section 1.3(b) hereof until Tenant has given such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over information to Landlord so that Landlord may supply Tenant with the balance of the remainder of the Lease TermReplacement Notice with respect thereto.

Self-Help. (Aa) If an Event Tenant believes that Landlord has failed to timely perform any required repairs expressly required of Default Landlord to perform pursuant to the express terms of Tenant is this Lease, including Section 3.03, in existence and continuingall events, Landlord shall have the right, but shall not be obligated, to enter upon solely within the Premises and (collectively herein called a “Self Help Item”), Tenant may give Landlord a written notice (herein called a “Self Help Notice”) of Tenant’s intention to perform such obligation notwithstanding Self Help Item on Landlord’s behalf solely to the fact extent that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence work required to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given Self Help Item would affect only the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demandPremises. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of after its receipt of Tenant's demand, given written such Self Help Notice to either (i) commence (and thereafter continue to diligently perform) the cure of such Self Help Item or (ii) give a notice to Tenant objecting (herein called a “Landlord’s Self Help Dispute Notice”) disputing Tenant’s right to perform the cure of such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject Self Help Item pursuant to the last sentence terms of this paragraphSection 28.21, Tenant shall have the right right, but not the obligation, to offset commence and thereafter prosecute the amount cure of such sums demanded Self Help Item in accordance with the provisions of this Section 28.21 at any time thereafter, provided that Tenant commences to cure such Self Help Item prior to the date on which Landlord either (x) notifies Tenant that it intends to immediately commence to cure such Self Help Item and promptly commences such cure or (y) gives to Tenant a Landlord’s Self Help Dispute Notice. The extent of the work performed by Tenant against in curing any such default by Landlord shall not exceed the Annual Fixed Rent work that is reasonably necessary to effectuate such remedy and Additional Rent payable the cost of such work shall be reasonably prudent and economical under this Lease until offset in fullthe circumstances. Notwithstanding anything to the foregoingcontrary contained herein, Tenant shall have no right not be entitled to reduce cure any monthly installment such default of Annual Fixed Rent by more than ten percent Landlord if the performance of such cure (10%i) would affect any other portion of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to LandlordBuilding other than the Premises, unless (ii) is structural or affects the aggregate amount of such deductions over the remainder structural elements of the Lease Term Building, or (as iii) would affect base Building systems outside the same may have been extended) will be insufficient Premises or would impair or disrupt services to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance other tenants of the remainder of the Lease TermBuilding.

Self-Help. (A) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in existence and continuingthe case of emergency) if the same continues unpaid or unperformed beyond applicable grace periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after ten (10) business days’ written notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving, or releasing Tenant from, any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default annual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A (or its successor) as defined its Base Rate and (b) two percent (2%) (but in Section 8.22 below) and all costs and expenses in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to the Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving , and if not promptly paid shall be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent. (B) In the event that If Landlord shall at any time be in default pursuant to the terms and conditions of this Lease attributable to its failure to perform any act which Landlord is obligated to perform under this Lease, and (except in the performance case of any of Landlord's obligations under this Lease emergency) should such failure continue beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such curegrace periods, Tenant may, but need shall not be obligated so to do, after ten (10) business days’ written notice to and without limitation demand upon Landlord explicitly setting forth the basis for Tenant’s claim of any other default and specifying that Tenant intends to invoke Tenant’s rights and remedies to which Tenant may be entitled under this Lease, at law Section 16.17 (or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof without notice to Landlord; provided, however, that or demand upon Landlord in the case of emergency repairs any emergency) (i) such notice by Tenant to Landlord and such mortgagee need not be in writing“Tenant’s Self-Help Notice”), and (ii) Tenant without waiving, or releasing Landlord from, any obligations of Landlord in this Lease contained, perform such act which Landlord is obligated to perform under this Lease in such manner and to such extent as may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticebe reasonably necessary. All sums reasonably so incurred and paid by Tenant (and all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self-help rights pursuant to this Section 16.17, together with interest thereon at the Default Rateannual rate equal to the sum of (a) the Base Rate from time to time announced by Bank of America, N.A (or its successor) as its Base Rate and all costs and expenses (b) two percent (2%) (but in connection with no event greater than the performance maximum rate permitted by applicable law), from the date of any the making of such act expenditures by Tenant Tenant, shall be payable to the Tenant immediately on demandwithin thirty (30) days of Tenant’s furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and Landlord covenants to pay any such sum or sums with interest as aforesaid if not timely paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor ’s invoice (such demand to include reasonable evidence of the costs so incurred by Tenanttogether with supporting documentation), and Landlord has not, within ten (10) business days of its receipt of Tenant's demandsuch invoice, given written notice to Tenant objecting to such demand and submitting the same stating that Landlord has filed suit in a court of competent jurisdiction to arbitration under Section 8.31 below determine whether or not Tenant had validly exercised its self-help right hereunder (or if Landlord has timely disputed Tenant's demand’s invoice, has submitted such dispute to arbitration in accordance with said Section 8.31 filed suit and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten fifteen percent (1015%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. Notwithstanding anything to the contrary contained in the Lease, if any claimed Landlord default hereunder will immediately, materially and adversely affect Tenant’s ability to conduct its business in the Premises (A) a “Material Landlord Default”), Tenant shall, as soon as reasonably possible, give Landlord written notice of such claim which notice shall specifically state that a Material Landlord Default exists and telephonic notice to Tenant’s principal contact with Landlord. Landlord shall then have 2 business days to commence cure of such claimed Material Landlord Default and shall diligently prosecute such cure to completion. If an Event of such claimed Material Landlord Default of Tenant is in existence and continuingnot a default by Landlord hereunder, Landlord shall have the rightbe entitled to recover from Tenant, but shall not be obligatedas Additional Rent, to enter upon the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance any costs incurred by Landlord is made in this Lease with respect to such default. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with such cure in excess of the performance costs, if any, that Landlord would otherwise have been liable to pay hereunder. If Landlord fails to commence or diligently prosecute the cure of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to claimed Material Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods Default as provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) Tenant may commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given provided that it does not affect any Building Systems affecting other tenants, the nature thereofstructure of the 780 Building, then thereafter at any time prior the structure of the 790 Building, or Common Areas, and shall be entitled to Landlord's or such mortgagee's commencing recover the costs of such cure (but not any consequential or subsequent other damages) from Landlord by way of reimbursement from Landlord which shall be made within 30 days’ after Tenant’s delivery of an invoice and any additional documentation reasonably requested by Landlord, with no right to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure offset against Rent, to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default extent of Landlord)’s obligation to cure such claimed Material Landlord Default hereunder, perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last limitations set forth in the immediately preceding sentence of this paragraph, Tenant shall have paragraph and the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) other provisions of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease TermLease.

Self-Help. If Landlord shall fail to perform any of Landlord’s Maintenance obligations that materially and adversely affects Tenant’s ability to use a “Substantial Portion” (Aas defined below) of the Premises for the Permitted Use within 30 days after notice from Tenant, Tenant may give Landlord another written notice specifying such failure and containing the following phrase on the first page of such notice in all capital letters and bold face 12-point type (or such notice will not be deemed validly given): “LANDLORD’S FAILURE TO COMMENCE LANDLORD’S MAINTENANCE OBLIGATIONS DESCRIBED IN THIS NOTICE WITHIN TEN (10) DAYS WILL ENTITLE TENANT TO PERFORM SUCH OBLIGATIONS AT LANDLORD’S EXPENSE WITHOUT FURTHER NOTICE.” If an Event Landlord does not so perform such obligations in 10 days after receipt of Default of such notice, then Tenant is in existence and continuing, Landlord shall have the right, but shall not be obligated, to enter upon the Premises and right to perform such obligation notwithstanding at the fact that no specific provision sole cost of Landlord, so long as Tenant uses a qualified, licensed and bondable contractor. Landlord shall repay to Tenant the amount expended therefor, within 10 days after receiving Tenant’s paid receipt for such substituted performance by Landlord is made in this Lease with respect to such defaultrepair. In performing such obligation, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant to Landlord and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor (repay such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's demand, given written notice amount to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed as provided above, then, as Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph’s sole remedy, Tenant shall have the right to offset any such amounts owed to Tenant by Landlord, plus accrued interest thereon at the amount of such sums demanded by Tenant Default Rate, against the Annual Fixed Base Rent and Additional Rent payable under this Lease payments due Landlord until offset in fullsuch time as the full amount of money expended by Tenant has been recouped. Notwithstanding the foregoing, Tenant “Substantial Portion” shall have no right to reduce mean (1) any monthly installment of Annual Fixed Rent by more than ten percent (10%) portion of the amount Premises consisting of Annual Fixed Rent which would otherwise have been due and payable 5,000 or more contiguous square feet, (2) complete lack of access to the Premises; (3) complete lack of access to the parking areas located on the Land. Tenant’s self-help remedy set forth herein will not apply in case of damage to or destruction of the Premises. Tenant’s self-help right set forth herein will not apply in case of damage or destruction of the Premises or the direct result of the Alterations by Tenant to Landlord, unless or the aggregate amount negligence or willful misconduct of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant shall at any time fail to make any payment or perform any act which Tenant is obligated to make or perform under this Lease and (except in existence the case of emergency) if the same continues unpaid or unperformed beyond applicable notice and continuingcure periods, then Landlord shall have the rightmay, but shall not be obligatedobligated so to do, after ten (10) days’ notice to enter and demand upon Tenant, or without notice to or demand upon Tenant in the Premises case of any emergency, and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made without waiving, or releasing Tenant from, any obligations of Tenant in this Lease with respect contained, make such payment or perform such act which Tenant is obligated to perform under this Lease in such manner and to such default. In performing extent as may be reasonably necessary, and, in exercising any such obligationrights, Landlord may make pay any payment of money or perform any other act as is reasonably deemed necessarycosts and expenses, employ counsel and incur and pay reasonable attorneys’ fees. All sums so paid by Landlord (and all reasonable and necessary costs and expenses of Landlord incidental thereto, together with interest thereon at the Default Interest Rate (as defined in Section 8.22 below) and all costs and expenses in connection with 16.21), from the performance date of any the making of such act expenditures by Landlord, shall be deemed to be Additional Rent under and, except as otherwise in this Lease and expressly provided, shall be payable to the Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving , and if not promptly paid shall be added to any other of its rights rent then due or releasing Tenant from any of its obligations thereafter becoming due under this Lease, and Tenant covenants to pay any such sum or sums with interest as aforesaid, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of default by Tenant in the payment of Annual Fixed Rent. (B) In the event that Landlord shall be in default in the performance of any of Landlord's ’s obligations under this Lease (with the exception of Landlord’s obligations to perform the Landlord’s Work under Exhibit B) beyond the expiration of the applicable notice and cure periods provided in Section 7.2 15.6 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 15.6 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's ’s or such mortgagee's ’s commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, that in the case of emergency repairs (i) such notice by Tenant or imminent threat to Landlord and such mortgagee need not be the safety of occupants in writingthe Premises or material property damage within the Premises, and (ii) Tenant may make such emergency repairs upon such shorter notice to Landlord and Landlord’s mortgagee as may be reasonably practicable under the circumstances and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such noticeunder this Section 16.17(B). All sums so paid by Tenant (together with interest at the Default Interest Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demand. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's ’s demand therefor (such demand to include reasonable evidence of the costs so incurred by Tenant), and Landlord has not, within ten (10) business days of its receipt of Tenant's ’s demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 ’s demand and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award judgment against Landlord within thirty (30) days after the issuance thereof) then subject to the last sentence of this paragraph, Tenant shall have the right to offset the amount of such sums demanded by Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Term.

Self-Help. (A) If an Event of Default of Tenant fails to take any action which Tenant is in existence obligated to take pursuant to Exhibit D attached hereto and continuingincorporated herein by reference (other than Section 2D), which action is (a) specific to the Property (as opposed to a failure which is caused by an interruption or curtailment of services which extends beyond the Property), (b) is not caused by an event of force majeure, damage or destruction pursuant to Article XIII of the Lease, or condemnation pursuant to Article XIV of the Lease, and (c) is not caused by an act or failure to act of Landlord shall have or any tenant of the rightBuilding, specifically including but shall not be obligated, limited to enter upon an event of default by any tenant of the Premises and to perform such obligation notwithstanding the fact that no specific provision for such substituted performance by Landlord is made in this Lease with respect to such default. In performing such obligationBuilding under its lease, Landlord may make any payment of money or perform any other act as is reasonably deemed necessary. All sums so paid by Landlord (together with interest at the Default Rate (as defined in Section 8.22 below) and all costs and expenses in connection with the performance of any such act by Landlord, shall be deemed to be Additional Rent under this Lease and shall be payable to Landlord immediately on demand. Landlord may exercise the foregoing rights without waiving any other of its rights or releasing Tenant from any of its obligations under this Lease. (B) In the event that Landlord shall be in default in the performance of any of Landlord's obligations under this Lease beyond the expiration of the applicable deliver written notice and cure periods provided in Section 7.2 above, then if Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence to cure such default within the time periods specified in said Section 7.2 and (ii) thereafter prosecute such cure to completion with due diligence given the nature thereof, then thereafter at any time prior to Landlord's or such mortgagee's commencing such cure or subsequent to Landlord or such mortgagee commencing such cure if Landlord or such mortgagee has not prosecuted such cure to completion with due diligence given the nature of such cure, Tenant may, but need not (and without limitation of any other rights and remedies to which Tenant may be entitled under this Lease, at law or in equity on account of such default of Landlord), perform such obligation and charge the reasonable cost thereof to Landlord; provided, however, Tenant (the “Initial Notice”). The Initial Notice must specifically describe the action that in the case is required of emergency repairs (i) such notice by Tenant to Landlord satisfy the requirements of Exhibit D attached hereto and such mortgagee need not be in writing, and (ii) Tenant may make such emergency repairs and charge the reasonable cost thereof to Landlord if either Landlord or such mortgagee has not made such emergency repairs within a reasonable time after such notice. All sums so paid incorporated herein by Tenant (together with interest at the Default Rate) and all costs and expenses in connection with the performance of any such act by Tenant shall be payable to Tenant immediately on demandreference. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant's demand therefor delivery of Landlord’s Initial Notice, Tenant fails to cure or commence to cure the items specified in the Initial Notice, Landlord may deliver to Tenant a second notice (such demand to the “Reminder Notice”). The Reminder Notice must include reasonable evidence a copy of the Initial Notice and specify that Landlord will have the rights granted under this Section 11.2 if Tenant fails to cure or commence to cure the specified items within fifteen (15) Business Days of delivery of the Reminder Notice. If Tenant fails to take or commence to take the required action within fifteen (15) Business Days of receiving the Reminder Notice, or once commenced fails to diligently pursue the required action to completion, then Landlord may take, or cause others to take, the action that Tenant failed to perform. Tenant will reimburse Landlord for the reasonable out-of-pocket costs so and expenses incurred by Tenant), and Landlord has not, or such other parties in taking such action within ten twenty-five (10) business days of its receipt of Tenant's demand, given written notice to Tenant objecting to such demand and submitting the same to arbitration under Section 8.31 below (or if Landlord has timely disputed Tenant's demand, has submitted such dispute to arbitration in accordance with said Section 8.31 and has thereafter failed to pay Tenant the amount of any final, unappealable arbitration award against Landlord within thirty (3025) days after delivery of an invoice by Landlord to Tenant setting forth a reasonably particularized breakdown of such costs and expenses. Such costs and expenses will be deemed Additional Rent under the issuance thereof) then subject Lease. Tenant will indemnify, defend and hold harmless Landlord against all loss or liability resulting from the failure of Tenant to pay or perform as required by this Section 11.2. The foregoing to the last sentence contrary notwithstanding, in the case of emergency, Landlord shall not be bound by the notice and cure periods set forth in this paragraph, Tenant Section 11.2 and Landlord shall have the right to offset immediately take, or cause others to take, the amount of such sums demanded by action that Tenant against the Annual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right failed to reduce any monthly installment of Annual Fixed Rent by more than ten percent (10%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such deductions over the remainder of the Lease Term (as the same may have been extended) will be insufficient to fully reimburse Tenant for the amount demanded by Tenant, in which event Tenant may effect such offset by making deductions from each monthly installment of Annual Fixed Rent in equal monthly amounts over the balance of the remainder of the Lease Termperform.