Common use of Tenant Self-Help Clause in Contracts

Tenant Self-Help. In the event Landlord defaults under the terms and conditions of this Lease, beyond any applicable notice or cure periods, Tenant may, at its option (in addition to all other rights and remedies specifically set forth in this Lease), upon further written notice to Landlord of Tenant’s intention to exercise its self-help remedies hereunder and after providing Landlord with an additional ten (10) day cure period thereafter, incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx landlord for the reasonable and actual costs thereof. Notwithstanding the foregoing, if an emergency shall exist which requires immediate action in order to prevent death, bodily injury, or significant property damage and/or prevent a material interference with Tenant’s business operations at the Premises, Tenant may cure such default with only reasonable (under the circumstances) notice to Landlord being required. If Landlord has not reimbursed Tenant within thirty (30) days after receipt of Tenant’s xxxx and copies of paid invoices, then Tenant may deduct the reasonable cost of such expense from the Rent next becoming due (but in no event more than fifty percent (50%) of the Rent due in any applicable month), together with interest thereon at 8%. ADDITIONAL PROVISIONS ARE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO. Landlord and Tenant have signed this Lease as of the date first shown above. “LANDLORD” “LANDLORD” GATEWAY 80 INDUSTRIAL, LLC, a Delaware limited liability company By: Gateway 80 Industrial PG, LLC a Delaware limited liability company, Managing Member By: PDC Sacramento LLC, a Delaware limited liability company Its Manager By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Local Partner “TENANT” BLUE APRON, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Signature Page RIDERS TO LEASE AGREEMENT

Tenant Self-Help. In the event If Landlord defaults is in default under the terms and conditions Lease as hereinabove described (but Tenant may exercise its rights under this paragraph without prior notice if such prior notice is not reasonably possible due to an emergency situation that threatens or interrupts Tenant’s use of this Leasethe Premises or the Building), beyond any applicable notice or cure periodsTenant, Tenant may, at its option (in addition to pursuing any or all other rights and remedies specifically at law or in equity, also shall have the right, subject to the limitations set forth in this Lease)below, upon further written notice to Landlord of Tenant’s intention to exercise its self-help remedies hereunder and after providing Landlord with an additional ten (10) day cure period thereafter, incur any take such commercially reasonable expense actions as Tenant deems necessary to perform the obligation of cure Landlord's default (or to cure or repair an emergency situation described above) and, if Landlord specified in such notice and xxxx landlord fails to reimburse Tenant for the reasonable costs, fees and actual costs thereof. Notwithstanding the foregoing, if an emergency shall exist which requires immediate action expenses incurred by Xxxxxx in order to prevent death, bodily injury, or significant property damage and/or prevent a material interference with Tenant’s business operations at the Premises, Tenant may cure taking such default with only reasonable (under the circumstances) notice to Landlord being required. If Landlord has not reimbursed Tenant curative actions within thirty (30) days after receipt demand therefor, accompanied by supporting evidence of the expenses incurred by Tenant’s xxxx and copies of paid invoices, then Tenant may deduct (i) shall have the reasonable cost of right to set off such expense reimbursement from the Minimum Monthly Rent next becoming due and other amounts payable by Tenant in accordance with the terms hereof, or (but in no event more than fifty percent (50%ii) of the Rent due in any applicable month)may bring an action for damages against Landlord to recover such costs, fees and expenses, together with interest thereon at 8%the Interest Rate, and reasonable attorney's fees incurred by Xxxxxx in bringing such action for damages. ADDITIONAL PROVISIONS ARE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETONotwithstanding anything to the contrary contained herein, Landlord may contest its obligation to make any such payment or perform any such other act, and therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to Tenant of such Contest prior to the expiration of any applicable cure period set forth in this Lease. Landlord The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and Tenant have signed this Lease as shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with Commercial Mediation Procedures of the American Arbitration Association (or any successor organization) currently in effect, and shall be concluded no later than five (5) business days after the date first shown of the Contest Notice. Such mediation shall be conducted by a single mediator. The fee of the mediator shall be paid equally by the parties, and each party shall pay all other costs incurred by it in connection with the mediation. Notwithstanding the foregoing, in the event of an emergency, Tenant may exercise self-help rights to preserve property or prevent injury to persons provided, however, that Xxxxxx’s right to set off monies expended shall nevertheless be subject to Landlord’s Contest right set forth above. “LANDLORD” “LANDLORD” GATEWAY 80 INDUSTRIAL, LLC, a Delaware limited liability company By: Gateway 80 Industrial PG, LLC a Delaware limited liability company, Managing Member By: PDC Sacramento LLC, a Delaware limited liability company Its Manager By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Local Partner “TENANT” BLUE APRON, INC., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Signature Page RIDERS TO LEASE AGREEMENT

Tenant Self-Help. In the event If Landlord defaults under this Lease or neglects or refuses to make necessary repairs, replacements or maintenance required to be made by Landlord by the terms and conditions of this Lease, beyond any applicable and Tenant, in a non-emergency situation, desires to cure such default, make such repairs or perform such maintenance, repairs or replacements on behalf of and for the account of Landlord, Tenant may take such action, including obtaining an estimate which shall include the estimated cost for the parts and labor required to have Tenant or Tenant’s agent make such maintenance, repairs or replacements. Tenant shall then forward a copy of such estimate to Landlord along with written notice of its election to make such repairs, replacements or maintenance. If Landlord fails to cure periodssuch default or make such repairs, replacements or maintenance within five (5) days after the date of Tenant’s written notice, Tenant may: (a) if the estimate is less than or equal to $10,000.00, at its option (in addition to all other rights make such repairs or perform such maintenance, and remedies specifically set forth in this Lease), upon further written notice to Landlord of shall pay Tenant’s intention to exercise its self-help remedies hereunder and after providing Landlord with an additional ten (10) day cure period thereafter, incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx landlord for the reasonable and actual costs thereof. Notwithstanding the foregoing, if an emergency shall exist which requires immediate action in order to prevent death, bodily injury, or significant property damage and/or prevent a material interference with Tenant’s business operations at the Premises, Tenant may cure such default with only reasonable (under the circumstances) notice to Landlord being required. If Landlord has not reimbursed Tenant within thirty (30) days after receipt of a bxxx therefor; or (b) if the estimate is more than $10,000.00, make such repairs or perform such maintenance upon expiration of an additional five (5) day period as provided in a second written notice to Landlord, and Landlord shall pay Tenant’s xxxx and copies costs within thirty (30) days after receipt of paid invoicesa bxxx therefor, but Landlord’s costs shall be capped at the amount included in the original written estimate. If Landlord fails to pay Tenant’s costs within thirty (30) days after receipt of a bxxx therefor, then Tenant may deduct Tenant’s costs, plus interest thereon at the reasonable cost Interest Rate, from subsequent months’ payments of such expense from Minimum Rent and Additional Rent; PROVIDED, HOWEVER, notwithstanding the Rent next becoming due (but in no event foregoing, Tenant shall not deduct more than fifty percent (50%) of the total payment of Minimum Rent and Additional Rent due in to Landlord each month. In the event of an emergency, Tenant shall only be required to give Landlord as much notice as is practical, and Landlord shall pay Tenant’s reasonable costs within 30 days after receipt of a bxxx therefor. Tenant shall have no liability to Landlord for any applicable month)loss or damage which may result to Landlord’s stock or business by reason of such repairs, together with interest thereon at 8%. ADDITIONAL PROVISIONS ARE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO. Landlord and Tenant have signed this Lease as of the date first shown above. “LANDLORD” “LANDLORD” GATEWAY 80 INDUSTRIALreplacements or maintenance, LLCexcept for Tenant’s negligence or willful misconduct, a Delaware limited liability company By: Gateway 80 Industrial PG, LLC a Delaware limited liability company, Managing Member By: PDC Sacramento LLC, a Delaware limited liability company Its Manager By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Local Partner “TENANT” BLUE APRON, INCsubject to Section 29.16., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Signature Page RIDERS TO LEASE AGREEMENT

Tenant Self-Help. In If Landlord shall default in the event Landlord defaults under the terms and conditions performance or observance of this Lease, beyond any applicable notice agreement or cure periods, Tenant may, at its option (in addition to all other rights and remedies specifically set forth condition in this Lease)Lease contained on its part to be performed or observed, upon further written notice to and if Landlord of Tenant’s intention to exercise its self-help remedies hereunder and after providing Landlord with an additional shall not cure such default within ten (10) day cure period thereafter, incur any reasonable expense necessary to perform days after notice from Tenant specifying the obligation of Landlord specified in such notice and xxxx landlord for the reasonable and actual costs thereof. Notwithstanding the foregoingdefault (or, if an emergency said default is not reasonably capable of cure within ten (10) days, shall exist which requires immediate action in order not within said period commence to prevent death, bodily injury, or significant property damage and/or prevent a material interference cure such default and thereafter prosecute the curing of such default to completion with Tenant’s business operations at the Premisesdue diligence), Tenant may at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default with only reasonable (under for the circumstances) 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; provided that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord being requiredif the curing of such default prior to the expiration of said waiting period, is reasonably necessary to protect the Premises or Tenant's interest therein to prevent injury or damage to persons or property, or to enable Tenant to conduct its business in the Premises. If Landlord has not reimbursed shall fail to reimburse Tenant within thirty (30) days after receipt upon demand for any amount paid for the account of Tenant’s xxxx and copies Landlord hereunder or for any other sum payable to Tenant pursuant to this Lease, said amount plus interest thereon at an annual rate of paid invoices2% in excess of the Prime Rate of Norwest Bank Minneapolis N.A., then Tenant may deduct the reasonable cost of such expense from the Rent next becoming due (but in no event more greater than fifty percent (50%) the maximum legal rate of interest, from the date of demand upon Landlord for payment, may be deducted by Tenant from the next or any succeeding payments of Base Rent or any additional rent or other sum due hereunder. Notwithstanding anything to the contrary contained in this Lease, in the case of emergency, notices required pursuant to this Article may be given orally, or in any applicable month)other reasonably due and sufficient manner having regard to the emergency and the attending circumstances. If any such notice shall not be given in the manner described in Article 20 hereof, together with interest thereon at 8%then, as soon thereafter as may be practicable, such notice shall be followed-up by notice given in the manner described in said Article. ADDITIONAL PROVISIONS ARE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO. Landlord and Tenant have signed this Lease as of The addresses provided in Article 20 for notices to a party may be changed by the date first shown above. “LANDLORD” “LANDLORD” GATEWAY 80 INDUSTRIALparty receiving, LLC, a Delaware limited liability company By: Gateway 80 Industrial PG, LLC a Delaware limited liability company, Managing Member By: PDC Sacramento LLC, a Delaware limited liability company Its Manager By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Local Partner “TENANT” BLUE APRON, INCsuch notice by written notice to the other party., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Signature Page RIDERS TO LEASE AGREEMENT

Tenant Self-Help. In the event Landlord defaults under the terms fails to perform any repairs or maintenance required to be furnished by Landlord pursuant to Section 17(b) or Section 17(d) hereof, and conditions of this Lease, beyond any applicable notice or cure periods, Tenant may, at its option (in addition to all other rights and remedies specifically set forth in this Lease), upon further written notice to Landlord of such failure materially impairs Tenant’s intention to exercise its self-help remedies hereunder and after providing Landlord with an additional ten (10) day cure period thereafter, incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx landlord for the reasonable and actual costs thereof. Notwithstanding the foregoing, if an emergency shall exist which requires immediate action in order to prevent death, bodily injuryaccess to, or significant property damage and/or prevent a material interference with Tenant’s business operations at use and enjoyment of the Demised Premises, Tenant may cure such default shall give Landlord notice thereof (the “Repair Default Notice”), which shall state with only reasonable (under specificity the circumstances) notice to Landlord being requiredfailure on the part of Landlord. If such failure is not cured by Landlord has not reimbursed Tenant within thirty (30) days after Landlord’s receipt of the Repair Default Notice (or, if such failure is of a nature which cannot be cured within a 30-day period, if Landlord has not commenced and diligently pursued such cure), then Tenant shall have the right to send Landlord a second notice (the “Second Repair Default Notice”). Notwithstanding the provisions for giving notice set forth in this Lease, the Second Repair Default Notice shall be valid only if given by certified mail, return receipt requested, with copies, also by certified mail, return receipt requested, given to each Holder and each Authority for which Tenant has been given a notice address. The Second Repair Default Notice shall set forth on the first page thereof, in bold, underlined print in at least eighteen (18) point font, the following: “This is the second notice to Landlord of a material default pursuant to Section 17 of the lease to athenahealth, Inc., at Xxxxx City Market, and may give rise to a right of the Tenant to rights of self-help.” The Second Repair Default Notice shall have attached thereto a copy of the Repair Default Notice. In the event such failure is not cured by Landlord within thirty (30) days after Landlord’s receipt of the Second Repair Default Notice (or, if such failure is of a nature which cannot be cured within a 30-day period, if Landlord has not commenced and diligently pursued such cure), then Tenant shall have the right to cure such default and charge the reasonable, actual cost thereof to Landlord. Notwithstanding the foregoing, Tenant shall not have any right to repair, replace, alter, impact or affect in any way the structural elements of the Building (including without limitation the foundation, roof, columns, exterior walls, windows, exterior doors, and building exterior), or the electrical, plumbing, telecommunications or fire/life safety systems affecting any other tenant of the Project or the Common Areas. Tenant shall indemnify and hold Landlord, its successors or assigns, and any tenant, licensee or invitee of the Project, harmless from and against any and all loss, cost or expense whatsoever, however incurred, by Landlord or such other party, as a result of Tenant’s xxxx and copies of paid invoices, then Tenant may deduct the reasonable cost of such expense from the Rent next becoming due (but in no event more than fifty percent (50%) exercise of the Rent due rights granted to Tenant in this Section, including, without limitation, reasonable attorneys fees actually incurred by Landlord or any applicable month), together with interest thereon at 8%other such party. ADDITIONAL PROVISIONS ARE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO. Landlord Any Holder or Authority shall have the right to cure any default of which Tenant has given notice in the Tenant shall accept the curative efforts and Tenant have signed this Lease shall allow such party access to the Demised Premises as of the date first shown above. “LANDLORD” “LANDLORD” GATEWAY 80 INDUSTRIAL, LLC, a Delaware limited liability company By: Gateway 80 Industrial PG, LLC a Delaware limited liability company, Managing Member By: PDC Sacramento LLC, a Delaware limited liability company Its Manager By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Local Partner “TENANT” BLUE APRON, INCis reasonably necessary to effect such cure., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Signature Page RIDERS TO LEASE AGREEMENT

Tenant Self-Help. In If Landlord shall default in the event Landlord defaults under the terms and conditions performance or observance of this Lease, beyond any applicable notice agreement or cure periods, Tenant may, at its option (in addition to all other rights and remedies specifically set forth condition in this Lease)Lease contained on its part to be performed or observed, upon further written notice to and if Landlord of Tenant’s intention to exercise its self-help remedies hereunder and after providing Landlord with an additional ten (10) day cure period thereafter, incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx landlord for the reasonable and actual costs thereof. Notwithstanding the foregoing, if an emergency shall exist which requires immediate action in order to prevent death, bodily injury, or significant property damage and/or prevent a material interference with Tenant’s business operations at the Premises, Tenant may not cure such default with only reasonable (under the circumstances) notice to Landlord being required. If Landlord has not reimbursed Tenant within thirty (30) days after receipt notice from Tenant specifying the default (or, if said default is not reasonably capable of cure within thirty (30) days, 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; provided that Tenant may cure any such default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord if the curing of such default prior to the expiration of said waiting period, is reasonably necessary to protect the Premises or Tenant’s xxxx and copies interest therein to prevent injury or damage to persons or property, or to enable Tenant to conduct its business in the Premises. If Landlord shall fail to reimburse Tenant upon demand for any amount paid for the account of paid invoicesLandlord hereunder or for any other sum payable to Tenant pursuant to this Lease, then Tenant may deduct the reasonable cost said amount plus interest of such expense from the Rent next becoming due (12% thereon, but in no event more greater than fifty percent (50%) the maximum legal rate of interest, from the date of demand upon Landlord for payment, may be deducted by Tenant from the next or any succeeding payments of Base Rent or any additional rent or other sum due hereunder. Notwithstanding anything to the contrary contained in this Lease, in the case of emergency, notices required pursuant to this Article may be given orally, or in any applicable month)other reasonably due and sufficient manner having regard to the emergency and the attending circumstances. If any such notice shall not be given in the manner described in Article 20 hereof, together with interest thereon at 8%then, as soon thereafter as may be practicable, such notice shall be followed-up by notice given in the manner described in said Article. ADDITIONAL PROVISIONS ARE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO. Landlord and Tenant have signed this Lease as of The addresses provided in Article 20 for notices to a party may be changed by the date first shown above. “LANDLORD” “LANDLORD” GATEWAY 80 INDUSTRIAL, LLC, a Delaware limited liability company By: Gateway 80 Industrial PG, LLC a Delaware limited liability company, Managing Member By: PDC Sacramento LLC, a Delaware limited liability company Its Manager By: /s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Local Partner “TENANT” BLUE APRON, INCparty receiving such notice by written notice to the other party., a Delaware corporation By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: CEO Signature Page RIDERS TO LEASE AGREEMENT