Common use of Tenant’s Remedies Clause in Contracts

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if any default hereunder by Landlord is not cured within Upon the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, occurrence and during the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit continuance of any Laws granting it (A) 856 Landlord Default, Tenant shall have the right to perform Landlord’s obligations, pursue any remedy available at law or (B) equity including 857 the right to terminate this Lease or withhold Rent perform Landlord’s obligation or obligations that Landlord has failed 858 to perform and, to the extent allowed by law, receive reimbursement from Landlord for Tenant’s actual 859 costs and expense incurred in connection with performing any such obligation or obligations. Tenant 860 acknowledges that its right to receive reimbursement from Landlord for any such costs and expenses 861 incurred may be limited unless Tenant abides by any procurement or contracting requirements that 862 Landlord is required by law to abide. In case of such termination, all obligations that are still executory on account 863 both sides are discharged except that any right based on prior breach or performance survives, and the 864 indemnification provisions shall remain in force. Before exercising its right pursuant to this Section 10.7 865 to terminate this Lease or to perform Landlord’s obligations, Tenant shall give Landlord five (5) days 866 notice of its intention, which notice shall distinctly state the Landlord Default upon which Tenant relies, 867 and Tenant’s right to terminate shall cease if Landlord cures the events of default contained in the notice. 868 If Tenant fails to receive payment from Landlord for any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 amount due under this Lease within fifteen (15) 869 days of the California Civil Code.date due, then Tenant shall have the right to offset all such amounts from subsequent 870 installments of Rent due hereunder until such time as Tenant has received a credit against Rent due 871 hereunder in an amount equal to the amount due Tenant pursuant to this Lease. 873 In addition to any right or remedy provided in this Lease, during any time that Tenant loses the right to 874 use any or all of the Leased Spaces, for any reason not caused by Tenant’s failure to comply with this 875 Lease or Tenant’s negligence or willful misconduct, Tenant shall be entitled to reduce or xxxxx the 876 amount of Rent it is obligated to pay to Landlord on a pro rata basis. Tenant’s right to reduce or xxxxx its 877 payment of Rent shall terminate immediately to the extent Tenant’s right to use the Leased Spaces is 878 restored. 879

Tenant’s Remedies. Notwithstanding With respect to any other provision of this Lease, if any default hereunder by Landlord Lease whereby Owner's consent or approval is not cured within the applicable cure period provided in Paragraph 20(c) required or as to any other applicable cure period provided matter where Owner's consent is requested, Tenant in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies no event shall be entitled to make nor shall Tenant make, any claim (and Tenant hereby waives any such claim) for money damages; nor shall Tenant claim any money damages by way of set off, counterclaim or defense, based upon any claim or assertion by Tenant that Owner has unreasonably withheld or unreasonably delayed any consent or approval, but Tenant's sole remedy shall be an action or proceeding in equity to enforce any such provision or for specific performance, injunction or declaratory judgment. Tenant will not seek to consolidate any claim or counterclaim in any summary proceeding brought by Owner for possession of the premises. In the case of a claim by Tenant that Owner unreasonably withheld or delayed consent to a request to perform any alterations or approve plans and specifications therefor or for any sublease or assignment, Owner and Tenant hereby agree that the following provisions shall apply: upon the written request of Tenant, the dispute either (i) an action shall be submitted to the American Arbitration Association (the "Association") for specific performancedisposition pursuant to the "Expedited Procedures" of the Association, if available, or (ii) an action for actual damages. Notwithstanding any other provision shall be submitted to the president of this Leasethe Real Estate Board of New York, Inc. who shall appoint a single arbitrator to decide the dispute; in the event said president refuses to do so, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, dispute shall be limited resolved in accordance with clause (i). If the President of the Real Estate Board agrees to Tenant’s actual directappoint an arbitrator, he shall appoint the arbitrator within three days and the arbitrator will hold a hearing and decide the dispute within seven days of his appointment. The decision of the arbitrator shall be final, and all actions necessary to implement the decision of the arbitrator shall be undertaken as soon as possible, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord later than ten (10) business days after the rendering of such decision. Judgment upon the decision or any award rendered may be liable entered in any court having jurisdiction thereof. All fees payable to Tenant the Association or the Real Estate Board or the arbitrator for any consequential damages, including, without limitation, any losses arising from any interruption services rendered in connection with the resolution of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon dispute shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in paid for by the official records party suffering the adverse decision of the county in which Association. For purposes of this Article, the Project is located after the date phrase "Expedited Procedures of the judgment giving rise to such lien. Landlord’s interest Association" shall mean those procedures set forth in paragraphs 53 through 58 of that certain booklet published by the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligationsAssociation and titled "Commercial Arbitration Rules", or (B) the right to terminate this Lease or withhold Rent on account of any Landlord defaultas amended and in effect March 1, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code1986.

Tenant’s Remedies. Notwithstanding any other provision Tenant shall look solely to Landlord’s interest in the Building for recovery of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or its agents, its employees, and (if Landlord is a partnership or joint venture) its partners partners, whether general or limited, or (if Landlord is a corporation corporation), its directors, officers or officers, and shareholders, or (if Landlord is a limited liability company company), its members members, manager, and officers, or managers(if Landlord is a trust) its trustees and beneficiaries, shall never be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Mortgage. Landlord shall not be subject deemed to be in default of any obligation hereunder unless Tenant has given Landlord written notice of the alleged default specifying the applicable provision of this Lease and the same remains uncured after thirty (30) days (or, except in cases of imminent risk to person or subordinated property, such longer period as may be reasonably necessary to cure the same). In no event shall Landlord be liable for consequential or indirect damages. In addition to the other remedies provided in this Lease, Tenant shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any Mortgage of the covenants, conditions or provisions of this Lease by Landlord or to a decree compelling specific performance of any such covenants, conditions or provisions. No termination remedy that is created not expressly set forth in this Lease for any breach or recorded in the official records failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of the county in which the Project is located after the date of the judgment giving rise to such lienlaw. This Lease shall be construed as though Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which and Tenant’s covenants contained herein are independent and not controlled by any Mortgagee or other lender. dependent, and Tenant hereby waives the benefit of any Laws granting it (A) statute or judicial law to the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codecontrary.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if If any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c19(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s 's additional cure period), Tenant’s 's exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, Tenant shall look solely to Landlord's interest in the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual directBuilding (including, but not consequentiallimited to, damages therefor, and net proceeds obtained by Landlord from any sale of any portion of the Building) for the recovery of any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment judgement and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment judgement giving rise to such lien. Landlord’s 's interest in the Buildings Project shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s 's obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding (a) Upon the occurrence and during the continuance of any other provision event of this Leasedefault by Landlord, but only after the 30-day notice referred to in Section 10.6 and only if any default hereunder by Landlord is has not cured the event of default within the applicable cure period provided period, Tenant shall have the right to pursue any remedy available at law or equity including the right to terminate this Lease. In case of such termination, all obligations that are still executory on both sides are discharged except that any right based on prior breach or performance survives, and the indemnification provisions shall remain in Paragraph 20(cforce. Before exercising its right pursuant to this Section 10.7 to terminate this Lease, Tenant shall give Landlord five (5) days’ notice of its intention, which notice shall distinctly state the events of default upon which Tenant relies, and Tenant’s right to terminate shall cease if Landlord cures the events of default contained in the notice. If Landlord is liable for breaching its obligation to provide parking spaces as required under this Lease, Landlord shall not be liable for more than an amount equal to the Basic Rent in effect at the time of the breach for the parking spaces that Landlord was required to supply less the Additional Rent and other appropriate offsets, if any. (b) In addition to any right or any other applicable cure period remedy provided in this Lease (including Lease, during any Mortgagee’s additional cure period)time that Tenant loses the right to use any or all of the Leased Spaces, for any reason not caused by Tenant’s exclusive remedies failure to comply with this Lease or Tenant’s negligence or willful misconduct, Tenant shall be entitled to reduce or xxxxx the amount of Rent it is obligated to pay to Landlord on a pro rata basis. Tenant’s right to reduce or xxxxx its payment of Rent shall terminate immediately to the extent Tenant’s right to use the Leased Spaces is restored. (ic) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of anything to the contrary in this Lease, Tenant shall look only to Landlord’s ownership in the Parking Facility for satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of a default by Landlord under this Lease. No other property or assets of Landlord, disclosed or undisclosed, shall be subject to levy, execution, or the enforcement procedure for the satisfaction of Tenant’s remedies. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against, Landlord or its officers, officials, or their respective heirs, legal representatives, successors, and assigns on account of this Lease or any covenant, undertaking, or agreement in this Lease. Any limitation on the liability of Landlord contained in this Lease shall not apply to claims by Tenant for any breach or default by Landlord resulting from (i) Landlord’s failure to carry the insurance required under the terms of this Lease; (ii) Landlord’s misappropriation or misapplication of insurance or condemnation proceeds; or (iii) Landlord’s fraud. Furthermore, (i) no provision in this Lease limiting the liability of Landlord shall limit any right that Tenant might otherwise have to obtain injunctive relief against Landlord or Landlord’s successors in interest, or for any other matter related to this Lease action not involving the personal liability of Landlord or to the Premises its officers, officials, or Projecttheir respective heirs, shall be limited to Tenant’s actual directlegal representatives, but not consequential, damages thereforsuccessors, and any judgment against Landlord in connection therewith shall be recoverable only from assigns and (ii) the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury Parking Facility or inconvenience to or interference with TenantLandlord’s business, any loss of occupancy or quiet enjoyment ownership of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting Parking Facility shall include the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records proceeds of the county in which the Project is located after the date sale of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodeParking Facility.

Tenant’s Remedies. Notwithstanding Upon the occurrence of an Event of Default by Landlord, Tenant may, at its option, pursue any one or more of the following remedies, however, Tenant may pursue any such remedies only through a binding Arbitration proceeding conducted in accordance with Article 32: (a) Tenant may recover from Landlord for damages sustained by reason of Landlord's default, including, but not limited to, damages sustained after the occurrence of the default but prior to expiration of the time period afforded Landlord to cure such default. (b) Tenant 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 provision action for the account of Landlord. Tenant's cure rights under this LeaseSection 16.2(b) shall be in addition to, if and shall not be construed in any default hereunder by way to limit, diminish or qualify Tenant's self-help rights pursuant to Section 8.5(a) above, or Tenant's abatement and termination rights pursuant to Section 8.5(b) above. If Tenant performs any obligation of Landlord is not cured within the applicable cure period provided in Paragraph 20(cpursuant to Section 8.5(b) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure periodSection 16.2(b), Tenant may provide Landlord with a written demand for reimbursement of the reasonable costs and expenses paid or incurred by Tenant in taking such action, together with invoices or other reasonable supporting documentation. Within forty-five (45) days following receipt of Tenant’s exclusive remedies 's demand, Landlord shall be either (i) an action for specific performance, pay the amount demanded by Tenant or (ii) an action for actual damagesnotify Tenant that Landlord disputes Tenant's right to exercise its self-help remedy, setting forth with reasonable particularity the basis of Landlord's dispute, or, that Landlord contends that the costs incurred by Tenant in exercising its self-help remedy were excessive (in which case Landlord shall pay the amount it contends would not have been excessive). Notwithstanding any other provision If Landlord fails, within said forty-five (45) day period, either to pay Tenant the amount set forth in Tenant's demand or to notify Tenant of this Leaseits objection to Tenant's demand, Tenant shall be entitled to offset the liability of Landlord to amount demanded by Tenant, together with interest thereon at the Contract Rate from the date such costs were paid or incurred, from the Rent thereafter payable by Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or up to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest a maximum of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment twenty-five percent (25%) of the Premisesamount of each such payment of monthly Rent until fully credited, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in if the official records remainder of the county in which Rent thereafter becoming payable under this Lease would be insufficient at the Project is located after 25% level to fully credit Tenant its costs, then when the date remaining Rent payable equals the remainder of the judgment giving rise offset credit Tenant is due, Tenant may deduct its costs from the remainder of the Rent payable without regard to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.25%

Tenant’s Remedies. Notwithstanding 53.1. If Landlord shall be in default in the performance of any of its duties or obligations hereunder for fifteen (15) consecutive days after written notice from Tenant (unless such default is not susceptible of cure within fifteen (15) days in which event Landlord shall have failed to commence curing such default within such fifteen (15) day period and diligently prosecuted such cure until completion), and as a result thereof all or a substantial portion of any floor is rendered untenantable, inaccessible, incapable of use, or Tenant's use or enjoyment thereof is materially and adversely affected, in addition to any other provision of this Leaserights Tenant may have in law or equity, if any Tenant may but shall not be obligated to cure such default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach on behalf of Landlord. Without limiting the preceding sentence, Landlord shall reimburse Tenant upon demand for all reasonable out-of-pocket costs incurred by Tenant in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any curing such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1reasonable attorneys' fees and other legal expenses, together with interest thereon at the Lease Interest Rate. Notwithstanding the foregoing, Tenant shall not have any right in exercising its remedies under the preceding sentence to make any repairs or modifications to areas outside the Premises or to Building systems except those within and solely affecting the Premises or those required to maintain direct access to the Premises or provide services directly to the Premises (in any case in a manner which does not materially adversely affect the Buildings or other tenants in the Centerpointe II Building), 1941 and 1942 or to provide any services for the benefit of any occupants of the California Civil CodeBuildings other than Tenant, or to retain any contractors or subcontractors to perform such services which are not responsible contractors and subcontractors. Tenant shall give written notice to Landlord prior to retaining any such contractors or subcontractors of the identity of such contractors and subcontractors. 53.2. If the cure provided for under Article 53.1 above involves a payment by Tenant for Landlord's account, then Tenant may set off the amount of such payment (and the interest provided for in Article 53.1 above) against any Rent payable by Tenant hereunder except for payments of Base Rent, unless (a) Landlord's default is a failure to pay any portion of the Concession Fund when the same is due, in which event Tenant shall have a right of set off as against Base Rent and Additional Rent in the amount of any portion of the Concession Fund that was not paid when due, together with interest at the Lease Interest Rate from the due date until the date of set off, or (b) the set off right arises in the last year of the Term or in the last year of any Renewal Period, in which event Tenant shall have a right of set off against Base Rent and Additional Rent. Notwithstanding anything else herein to the contrary, however, in the event Landlord disputes that its has the obligation to reimburse Tenant as aforesaid, Tenant shall not have any right of set off against the amount thereof against Rent until such time that a court of competent jurisdiction has entered a judgment which provides that Landlord was in fact obligated to make such payment or Landlord is determined to have had such obligation pursuant to the arbitration provisions set forth in Article 65 of this Lease. The survival of Tenant's set off rights, if any, in the event of a foreclosure or other enforcement of a mortgage, deed of trust or ground lease shall be governed by Article 58 below.

Tenant’s Remedies. Notwithstanding In the event of any other provision default, breach or violation of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in Tenant's rights under this Lease (including any Mortgagee’s additional cure period)by Landlord, Tenant’s 's exclusive remedies shall be (i) an action for specific performance, performance or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in In no event shall Tenant be entitled to consequential, punitive or exemplary damages on account of any Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lenderdefault. Tenant hereby waives the benefit of any Laws laws granting it (A) the right to perform Landlord’s obligations's obligation, a lien upon the property of Landlord and/or upon Rent due Landlord, or (B) the right to terminate this Lease or offset or withhold Rent on account of any Landlord default. Notwithstanding the foregoing, includingin the event of any default by Landlord under this Lease beyond all applicable notice and cure periods, without limitation, Sections 1932(1), 1941 and 1942 Tenant shall have the right to cure any such default affecting the inside of the California Civil CodePremises only and xxxx to Landlord the reasonable costs of such cure, which amount shall be paid by Landlord within thirty (30) days of receipt of a xxxx therefor with reasonable backup information requested by Landlord. If Landlord fails to pay such amounts within said thirty (30) day period, such amounts shall accrue interest at the rate of fifteen percent (15%) per annum until paid. Nothing herein shall be construed as a waiver by Landlord of Landlord's right to contest the validity of any alleged failure pursuant to this Paragraph or as a right of Tenant to setoff any amounts against any installment of Rent or other sums due Landlord hereunder, and Landlord expressly reserves all rights and remedies available to Landlord for any amounts improperly charged to Landlord pursuant to this Paragraph.

Tenant’s Remedies. Notwithstanding any In the event Landlord does not cure Landlord’s default as provided in this Lease, Tenant may terminate this Lease with no further force and effect upon providing Landlord with thirty (30) calendar days written notice to Landlord no sooner than thirty (30) calendar days after Landlord’s receipt or rejection of written notice from Tenant of the need for Landlord to cure the default. In the event Tenant does elect to terminate this Lease pursuant to this Section, Landlord shall reimburse Tenant within thirty (30) calendar days of Landlord’s receipt of written notice for the unamortized value (using a straight-line amortization schedule over the Lease Term) of the cost of Tenant’s improvements and other provision costs incurred by Tenant. The withholding, deducting or offsetting by Tenant, or failure to pay Rent by Tenant, pursuant to a bona fide dispute between Landlord and Tenant shall not be deemed a default by Tenant under the provisions of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability The liabilities of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but are not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment personal obligations of the Premisesindividual or other partners, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers and shareholders of Landlord, Landlord’s wholly-owned subsidiaries or shareholdersLandlord’s agents or operators, and Tenant agrees to look solely to Landlord’s interest in the Premises for the recovery of any amount from Landlord, and shall not look to other assets of Landlord, Landlord’s wholly-owned subsidiaries or if Landlord is a limited liability company its members Landlord’s agents or managersoperators nor seek recourse against the assets of the individual or other partners, shall never be personally liable for any such judgmentdirectors, officers and shareholders of Landlord, Landlord’s wholly-owned subsidiaries or Landlord’s agents or operators. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part lien, mortgage or deed of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in trust on the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodePremises.

Tenant’s Remedies. Notwithstanding In the event that any other provision of this LeaseLandlord Default, if without limiting Tenant in the exercise of any default hereunder right or remedy that Tenant may have by reason of such Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in Default: 12.4.1 Tenant may terminate this Lease (including any Mortgagee’s additional cure period)and, Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Leaseat its option, the liability ** Lease. 12.4.2 Whether or not Tenant terminates this Lease and, at its option, the ** Lease pursuant to Section 12.4.1, after providing written notice to Landlord, Tenant may do any act in the doing of which Landlord has defaulted under this Lease or the ** Lease except that Tenant shall not pay any financial obligation of Landlord to a third party which may pertain to property of the Landlord in addition to the Premises, such as for mortgages, taxes or insurance, and the doing of such act by Tenant shall not relieve Landlord of any other of its obligations under this Lease. 12.4.3 Whether or not Tenant takes any action pursuant to Section 12.4.1 or 12.4.2, Tenant may pursue any right or remedy now or hereafter available to Tenant under the laws or judicial decisions of the Commonwealth of Virginia. Landlord shall be liable for all expenses incurred by Tenant with respect to any breach or default Landlord Default (except to the extent that any expenses so incurred by Tenant are of a nature that, if they had been incurred in the first instance by Landlord, they would have been reimbursable by Tenant to Landlord under in accordance with the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct) including, but not consequentiallimited to, damages thereforthe costs of taking any action pursuant to Section 12.4.2, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. pay such amounts to Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from within thirty (30) days after Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any actreceipt of written demand therefor from Tenant, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings demand shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codeappropriate documentation.

Tenant’s Remedies. Tenant shall look solely to Landlord’s interest in the Building for recovery of any judgment from Landlord. Notwithstanding any other provision the foregoing, in the event Landlord intends (whether or not voluntarily) to transfer its interest in the Building, Landlord shall notify Tenant of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease such intended transfer (including any Mortgagee“Landlord’s additional cure periodTransfer Notice”), Tenantexercising reasonable efforts to do so on the date which is thirty (30) days prior to the date of closing, but in any event no later than the date of closing. With respect to any claim which Tenant knows it may then have against Landlord which is set forth in a notice given to Landlord within thirty (30) days of Landlord’s exclusive remedies shall be Transfer Notice (i) an action for specific performancethe “Initial Claim Period”), or or, with respect to claims Tenant becomes aware of after the date Landlord’s Transfer Notice is given and which are set forth in a notice given to Landlord during the period from the date upon which Landlord’s Transfer Notice is given to the date of closing (ii) an action for actual damages. Notwithstanding any other provision of this Leasethe “Extra Claim Period”), the Landlord’s liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, such claim shall not be limited to TenantLandlord’s actual directinterest in the Building, but not consequentialmay also be satisfied out of the proceeds of such transfer, damages therefor, and any judgment against Landlord net of all reasonable costs incurred in connection therewith with such transfer (but not out of any other assets of Landlord). In the event Tenant fails to give such notice to Landlord within said Initial Claim Period or Extra Claim Period, as the case may be, Tenant shall be recoverable only from deemed to have waived the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise rights granted with respect to such claims under this Section 4.12. In the event of any acttransfer by Landlord of its interest in the Building to an affiliate with the intent to hinder, omission delay or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable defraud Tenant with respect to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, such claim, costthen notwithstanding such transfer and the provisions of Section 8.03 to the contrary, expense or damage which would Tenant shall be covered by a standard policy entitled to look to the Building for recovery of business interruption insurancesuch claim irrespective of the fact that Landlord shall have no further interest therein. Landlord, or its agents, its employees, and (if Landlord is a partnership or joint venture) its partners partners, whether general or limited, or (if Landlord is a corporation corporation), its directors, officers or officers, and shareholders, or (if Landlord is a limited liability company company), its members members, manager, and officers, or managers(if Landlord is a trust) its trustees and beneficiaries or shareholders, shall never be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Mortgage. Landlord shall not be subject deemed to be in default of any obligation hereunder unless Tenant has given Landlord written notice of the alleged default specifying the applicable provision of this Lease and the same remains uncured after thirty days (or, except in cases of imminent risk to person or subordinated property, such longer period as may be reasonably necessary to cure the same). In no event shall Landlord be liable for consequential or indirect damages. In addition to the other remedies provided in this Lease, Tenant shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any Mortgage of the covenants, conditions or provisions of this Lease by Landlord or to a decree compelling specific performance of any such covenants, conditions or provisions. No termination remedy that is created not expressly set forth in this Lease for any breach or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received failure by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate any obligation under this Lease shall be implied or withhold Rent on account applicable as a matter of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codelaw.

Tenant’s Remedies. Notwithstanding If a "default" by Landlord exists as described above in Section 18a., including with respect to the funding of Tenant Allowance Amounts as required by this Lease (with all notice and grace periods described therein having expired and no cure having been made), Tenant shall have the right, after the expiration of such periods and during the continuance of any such uncured default by Landlord, to the following remedy as hereinafter provided: (i) At any time after the expiration of an additional five (5) days of notice by Tenant to Landlord of Tenant's intention to do so, Tenant may, in place of Landlord, perform the obligations which Landlord failed to perform and which caused the then existing default by Landlord as described in Section 18a. and, upon furnishing proof reasonably satisfactory to Landlord of amounts reasonably and necessarily expended for such purposes by Tenant, Landlord shall within forty-five (45) days after such proof is furnished to Landlord, reimburse Tenant for such expenses. If Landlord shall fail to reimburse Tenant for such expenses within such 45-day period, any dispute or disagreement between Landlord and Tenant with respect to the occurrence or continuance of such default by Landlord or Tenant's exercise of rights under this Section 18b. including, without limitation, Tenant's right to reimbursement for expenditures as above described shall be settled by arbitration in accordance with the "Expedited Procedures" and other provision procedures of the Commercial Arbitration Rules of the American Arbitration Association (the "AAA"). Any judgment or award entered as a result of such arbitration may be entered in any court having jurisdiction thereof. Either Tenant or Landlord may, immediately after the end of the above-described 45-day period, institute the arbitration procedure in accordance with the requirements of the AAA, and the "Expedited Procedures" of the AAA shall be applied to such arbitration process. Submission of three (3) copies of this Lease, if any default hereunder Lease by Landlord or Tenant at any regional office of the AAA shall constitute three (3) copies of the "arbitration provisions of the contract" as required by Commercial Arbitration Rules. A neutral arbitrator shall be appointed by the AAA in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the AAA, whether or not the amount in controversy is not cured within less than or exceeds $50,000.00, exclusive of interest and arbitration costs. Once the applicable cure arbitration process is commenced by Landlord or Tenant, the parties shall have no other rights or remedies at law or in equity with respect to the obligations which are to be the subject of the arbitration, and the decision and/or award which is the result of the arbitration process herein described shall be dispositive as to all rights, remedies and controversies with respect to such obligations. Satisfaction of any award shall constitute the sole and exclusive remedy with respect to the subject matter of the arbitration, all subject to the provisions of subsection (ii) below. The decision and/or award by the arbitrator shall be final and binding upon both Landlord and Tenant. The cost and expenses of each arbitration proceeding shall be borne by or between the parties as determined by the arbitrator. This agreement to arbitrate shall be specifically enforceable. (ii) At all times prior to the end of the ten (10), day period provided in Paragraph 20(c) or any other applicable cure period described below, Tenant shall continue to perform all of its obligations under this Lease as provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, those with respect to the payment of Rent. In the event that the arbitration results in a decision in favor of Tenant requiring Landlord to reimburse Tenant for expenditures by Tenant, Landlord shall comply with the requirements of such arbitration decision within ten (10) days of the time to do so as specified in the decision. If Landlord fails to comply within such ten (10) day period with any losses arising from any interruption arbitration decision in favor of Tenant’s business, or for lost profits, or for charges or expenses which continue but would Tenant shall have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for right immediately after such ten-day period to offset any such judgment. Any lien obtained to enforce arbitration award against the next payment of Basic Rental becoming due and, if such judgment and any levy award is greater than the payment of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part Basic Rental next becoming due, against each successive payment of an effort to defraud creditorsBasic Rental becoming due, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy until the total of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in all amounts so offset against Basic Rental equals the official records amount of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codearbitration award."

Tenant’s Remedies. Notwithstanding This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and not dependent, and Tenant shall not be entitled to any set-off of the Base Rent, Additional Rent or other provision amounts owing hereunder against Landlord if Landlord, acting in good faith, fails to perform its obligations set forth herein; provided, however, the foregoing shall in no way impair the right of this Lease, if Tenant to commence a separate action against Landlord for any default hereunder violation by Landlord of the provisions hereof so long as notice is not cured within first given to Landlord and any holder of a mortgage or a deed of trust then covering the applicable cure period provided in Paragraph 20(c) Premises, or any other applicable cure period portion thereof provided Tenant has received written notice of such mortgage), and a reasonable opportunity is granted to Landlord and such holder to correct such violation. Notwithstanding the foregoing, in the event that the Landlord breaches any express obligation in this Lease (including to maintain or repair any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment portion of the Premises, and any other loss arising such breach continues for a period of 30 days after written notice from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentenceTenant (or, in no the event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., emergency or a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county situation in which the Project default of Landlord materially and adversely impairs the Tenant's business operations at the Premises, then such lesser period as is located after reasonable under the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings circumstances), then Tenant shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) have the right to perform the obligation so breached by Landlord’s obligations, provided that (i) Tenant notifies Landlord of its intent to take such action, (ii) any work to be performed by Tenant shall be subject to Section 15 of this Lease, and (iii) Tenant shall cede the work to Landlord upon demand of Landlord for its completion. In the event of such action by Tenant taken in accordance with the foregoing provisions, Tenant shall be entitled to reimbursement of its out-of-pocket costs of performing the work within 30 days after Landlord's receipt of a statement and supporting documentation verifying such costs. Such right of action of Tenant shall not diminish the Tenant's rights and remedies available under law upon a default of Landlord, all of which may be exercised by the Tenant cumulatively or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codesuccessively for full redress.

Tenant’s Remedies. Notwithstanding any other provision a. Tenant’s Remedy for Failure to Deliver the Building by the Target Date. Tenant acknowledges that Tenant’s sole remedy for Landlord’s failure to deliver the Improvements with a Temporary Certificate of this occupancy by the Target Date, the Outside Delivery Date, or December 1, 2009, as said dates may be adjusted pursuant to the terms of the Lease, if any default hereunder by are as set forth in paragraph 1 of Section 6 of the Original Lease. Should Tenant have a claim pursuant to the Original Lease against Landlord for Landlord’s failure to construct the Improvements in accordance with the Plans and Specifications, this paragraph 5(a) does not limit Tenant’s rights as set forth in paragraph 5(b). b. Tenant’s Remedy In the Event Construction is not cured within in accordance with the applicable cure period provided Plans and Specifications. After Landlord has delivered and Tenant has accepted the Improvements, should Tenant have a claim pursuant to the Original Lease against Landlord for Landlord’s failure to construct the Improvements in Paragraph 20(c) or any other applicable cure period provided accordance with the Plans and Specifications, then Tenant shall be entitled to maintain such claim in this Lease (including any Mortgagee’s additional cure period)an action against Landlord brought in a court of law. Should Tenant be successful in such action, Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, damages shall be limited to Tenant’s actual directthe cost and expense, but not consequentialincluding the cost of all labor and materials, damages therefor, of correcting the faulty construction for which Landlord was responsible so that the Improvements conform to the Plans and any judgment against Landlord in connection therewith shall be recoverable only from Specifications. Subject to the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding next sentence, in no the event of any such claim Tenant does not and shall not have a right of setoff or deduction and shall continue to pay Rent in full while pursuing same. In the event Landlord is unable or unwilling to remedy the faulty construction of such Improvements, Tenant shall be liable entitled to Tenant for any consequential alternative appropriate or equitable damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained subject to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage subsection (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (Ac) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codebelow.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be If (i) an action for specific performanceLandlord shall fail to perform any of its obligations as required by this Lease or if Landlord fails to pay to Tenant any amounts owed by Landlord to Tenant, or (ii) Landlord shall fail to cure such failure within the Applicable Grace Period (or such other applicable grace period expressly provided herein), and (iii) Landlord’s failure to cure such default continues for more than ten (10) additional days after Tenant delivers to Landlord an action Additional Notice of Landlord’s default, then Tenant shall have its rights and remedies at law or in equity and Tenant may also elect to: (A) take such steps as may be necessary to cure Landlord's default, in which event Tenant shall be entitled to recover from Landlord all amounts expended by Tenant for actual damages. Notwithstanding said purposes, together with attorneys’ fees and interest thereon from the date expended by Tenant until the date paid at the Interest Rate, (B) offset any other provision of this Lease, the liability of Landlord amounts owing to Tenant for (including but not limited to any breach costs or default expenses incurred by Tenant as described in the preceding clause (A) which are not disputed by Landlord under the terms of this Leaseor if disputed by Landlord, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any after Xxxxxx has obtained a judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, such amount which have not been paid as and any other loss arising from Landlord’s entry when due (and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting amounts pursuant to the preceding sentenceclause (A), in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon amounts shall be subject and subordinate deemed to any Mortgage be due thirty (excluding any Mortgage which was created as part of an effort 30) days after demand therefore by Tenant to defraud creditorsLandlord) against Rent, i.e., a fraudulent conveyance)and/or (C) terminate this Lease; provided, however however, that any such judgment and any such levy of execution thereon Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the exercise its right to terminate this Lease or withhold Rent on account until (a) Tenant has given written notice of Landlord's default to any mortgagee of Landlord of whom Xxxxxx has been notified in writing at the last address of such mortgagee furnished to Tenant in writing, and (b) such mortgagee has had a reasonable period of time following such notice (but in no event in excess of two (2) months) to remedy such default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding any (a) Without prejudice to other provision rights of Tenant under this LeaseArticle, if any default hereunder there is an Uncured Breach by Landlord is not cured then Tenant may at its sole discretion perform, correct and repair any condition of the Premises which results from the respective Uncured Breach but only if such performance, correction and repair works are capable of being carried out exclusively within the applicable cure period provided in Paragraph 20(c) Premises and will not cause any inconvenience to Landlord or any other applicable cure period provided of the tenants in this Lease (including any Mortgagee’s additional cure period)the Building. Tenant shall have a right to demand from Landlord compensation for documented real loss, incurred by Tenant in connection, with or arising from the Uncured Breach or replacement of Tenant’s exclusive remedies property damaged as a result of the Uncured Breach with the property of comparable characteristics, quality and price, but Tenant shall not be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord entitled to Tenant compensation for any breach further losses or default damages unless the Uncured Breach was caused by Landlord’s willful misconduct. (b) If there is an Uncured Breach by Landlord under Tenant may serve a Termination Offer in accordance with item 2 of Article 452 of the terms Civil Code of this Lease, or for any other matter related to this Lease or to the Premises or Project, Russian Federation on Landlord. (c) Landlord shall be limited reply to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Termination Offer within 15 (fifteen) days. Landlord shall state in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury such reply whether it accepts or inconvenience to or interference with rejects Tenant’s business, any loss of occupancy or quiet enjoyment Termination Offer. If Landlord refuses to terminate this Lease on the terms and conditions of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. LandlordTermination Offer, or if Landlord no termination agreement is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable signed (for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage reason) by the Parties within 15 (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after fifteen) days from the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received receipt by Landlord which are not controlled by any Mortgagee or other lender. of the Termination Offer then Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) shall have the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codethrough arbitration procedure in accordance with effective legislation.

Tenant’s Remedies. Notwithstanding In the event of any other provision of default by Landlord under this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies remedy shall be (i) an action for specific performancedamages (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon Rent due Landlord), but prior to any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have thirty (30) days in which to cure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or (ii) an cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of its possession of the Premises and not thereafter. The term “Landlord” shall mean only the Landlord, for actual damagesthe time being of the interest in the Premises, and in the event of the transfer by such Landlord of its interest in the Premises, such Landlord shall thereupon be released and discharged from all covenants and obligations of Landlord thereafter accruing, but such covenants and obligations shall be binding during the Term upon each new Landlord for the duration of such Xxxxxxxx’s ownership. Notwithstanding any other provision hereof, Landlord shall not have any personal liability hereunder. In the event of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms in any term or provision of this Lease, or for any other matter related Xxxxxx agrees to this Lease or look solely to the Premises equity or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of then owned by Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence; however, in no event shall Landlord any deficiency judgment or any money judgment of any kind be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, sought or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for obtained against any other loss, claim, cost, expense or damage which would be covered by a standard policy assets of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding any other provision In the event of this Lease, if any a default hereunder by Landlord, Tenant · shall have all rights and remedies available at law or in equity. In addition to, and not in limitation of, the foregoing, in the event Landlord is defaults in its obligation hereunder to perfonn any maintenance or repair work, to pay any Taxes when due or to maintain any of the insurance required ofthe Landlord hereunder or in the event that Substantial Completion ofthe Improvements does not cured occur on or before June 1, 2010 for any reason other than a Tenant Delay or a Force Majeure Delay then, in the event Landlord fails to cure within the applicable cure period time periods referenced in Section 20.2, Tenant shall have the right to give Landlord a second written notice (a "Self-Help Exercise Notice") requesting performance of such Landlord obligations, which notice shall contain a sentence stating "LANDLORD'S FAILURE TO PERFORM THE OBLIGATIONS IN QUESTION WITHIN TEN (10) BUSINESS DAYS AFTER LANDLORD'S RECEIPT HEREOF SHALL GIVE TENANT THE RIGHT TO PERFORM SUCH OBLIGATIONS ON LANDLORD'S BEHALF AND AT LANDLORD'S SOLE COST AND EXPENSE." In the event that Landlord fails to commence to perform such obligations within ten (10) business days after such Self-Help Exercise Notice is provided to Landlord, or thereafter fails at any time to diligently pursue such obligations to · completion, Tenant may perform such obligations on Landlord's behalf and at Landlord's sole cost and expense, and any and all costs and expenses incurred by Tenant in Paragraph 20(cconnection therewith ("Self- Help Costs") or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of due and payable by Landlord to Tenant for within thirty (30) days after an invoice, along with documents evidencing the costs incurred by Tenant, are provided to Landlord. In the event that Landlord fails to pay the Self-Help Costs to Tenant within said thirty (30) day period, Tenant may file a cause of action against Landlord seeking a judgment in the amount of such Self­ Help Costs. In the event that a final, nonappealable judgment is entered against Landlord by a court of competent jurisdiction, Tenant shall have the right to offset or deduct any breach or default Self-Help Costs so adjudicated as owed to Tenant by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest next payments of Landlord in Base Rent due hereunder, provided, the Buildingsmaximum. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury offset or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise deduction with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon single Base Rent payment shall not be subject or subordinated exceed an amount equal to any Mortgage that is created or recorded in the official records fifty percent (50%) of the county in which the Project is located after the date of the judgment giving rise to such lienpayment. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.ARTICLE XXII -

Tenant’s Remedies. Notwithstanding With respect to any other provision of this Lease, if any default hereunder by Landlord Lease whereby Owner's consent or approval is not cured within the applicable cure period provided in Paragraph 20(c) required or as to any other applicable cure period provided matter where Owner's consent is requested, Tenant in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies no event shall be entitled to make nor shall Tenant make, any claim (and Tenant hereby waives any such claim) for money damages; nor shall Tenant claim any money damages by way of set off, counterclaim or defense, based upon any claim or assertion by Tenant that Owner has unreasonably withheld or unreasonably delayed any consent or approval, but Tenant's sole remedy shall be an action or proceeding in equity to enforce any such provision or for specific performance, injunction or declaratory judgment. Tenant will not seek to consolidate any claim or counterclaim in any summary proceeding brought by Owner for possession of the premises. In the case of a claim by Tenant that Owner unreasonably withheld or delayed consent to a request to perform any alterations or approve plans and specifications therefor or for any sublease or assignment, Owner and Tenant hereby agree that the following provisions shall apply: upon the written request of Tenant, the dispute either (i) an action shall be submitted to the American Arbitration Association (the "Association") for specific performancedisposition pursuant to the "Expedited Procedures" of the Association, if available, or (ii) an action for actual damages. Notwithstanding any other provision shall be submitted to the president of this Leasethe Real Estate Board of New York, Inc. who shall appoint a single arbitrator to decide the dispute; in the event said president refuses to do so, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, dispute shall be limited resolved in accordance with clause (i). If the President of the Real Estate Board agrees to Tenant’s actual directappoint an arbitrator, he shall appoint the arbitrator within three days and the arbitrator will hold a hearing and decide the dispute within seven days of his appointment. The decision of the arbitrator shall be final, and all actions necessary to implement the decision of the arbitrator shall be undertaken as soon as possible, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord later than ten (10) business days after the rendering of such decision. Judgment upon the decision or any award rendered may be liable entered in any court having jurisdiction thereof. All fees payable to Tenant the Association or the Real Estate board or the arbitrator for any consequential damages, including, without limitation, any losses arising from any interruption services rendered in connection with the resolution of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon dispute shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in paid for by the official records party suffering the adverse decision of the county in which Association. For purposes of this Article, the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.phrase "

Tenant’s Remedies. Notwithstanding any other provision Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event, be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)- day period and thereafter diligently pursued to completion. If Landlord falls to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability holder of Landlord any such ground lease, deed of trust or mortgage shall have an additional thirty (30) days to Tenant for any breach or cure such default; provided that if such default by Landlord cannot reasonably be cured within that thirty (30) day period, then such holder shall have such additional time to cure the default as is reasonably necessary under the terms circumstances. Tenant shall look solely to Landlord's interest in the Project for recovery of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 . Neither Landlord nor any of its trustees, directors, officers, agents, employees or otherwise with respect to any actrepresentatives (or, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership partnership, its partners partners, whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, ) shall never ever be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage lien, deed of trust or mortgage to which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Section 5.12 applies or may apply. Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease or withhold withhold, reduce or offset any amount against any payments of Rent on account due and payable under this Lease solely by reason of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 a breach of the California Civil Codethis Lease by Landlord.

Tenant’s Remedies. Notwithstanding ‌ 27.4.1 If any other provision one or more Landlord Defaults occur, Tenant has the right, at its election, to discharge, pay or otherwise perform the obligation of this LeaseLandlord giving rise to such Landlord Default, if and all amounts paid by Tenant and all costs and expenses incurred by Tenant in connection with the discharge, payment or performance of any default hereunder such obligations (together with interest at the Default Interest Rate from the date of payment by Landlord is not cured within Tenant) will either, at the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period)option of Tenant, Tenant’s exclusive remedies shall be (i) an be payable by the Party whose action for specific performance, or inaction gave rise to such Landlord Default on demand or (ii) in the case of any Landlord Default arising out of an action or inaction of Landlord, be offset by Tenant against the next payment or payments to be made by Tenant pursuant to this A&R Lease; or 27.4.2 Anything elsewhere in this A&R Lease to the contrary notwithstanding, no notice by the Tenant under this Section 27.4 (herein called a notice of default) shall be valid or effective unless it complies with the following requirements: (i) it shall be served within a reasonable time after the Tenant acquires knowledge of the occurrence of the claimed default; (ii) it shall specify in reasonable detail the claimed default and shall specify the Article and Section, if any, of this Lease or the Management Agreement under which the default is claimed to have occurred; (iii) it shall state that if the claimed default is not cured or remedied within the applicable period, if any, specified in this Section 27.4, the Tenant will have the right to terminate this A&R Lease and the Management Agreement and all obligations of the Tenant thereunder; and (iv) for actual damages. Notwithstanding the purpose of determining the expiration date of any applicable period for the curing or remedying of such default such notice shall be deemed to have been served when served or mailed, as the case may be. 27.4.3 Within thirty (30) days after the occurrence of any event of default by Landlord, the Tenant shall have the right to give the Landlord notice of intention to terminate this Lease and the Management Agreement and all rights of the Landlord thereunder and upon the effective date of such termination specified in such notice (which shall be not less than thirty (30) days after the giving of such notice) the term of this Lease and the Management Agreement shall end as fully and completely as if that were the date fixed for the expiration of the term of this Lease and the Management Agreement and any obligations of the Tenant to pay rent or perform any other covenant, condition, obligation or provision of this LeaseLease or the Management Agreement shall end but Landlord shall be liable as hereinafter in this Section 27.4 provided. 27.4.4 In the event of termination because of default of the Landlord: A. Tenant shall be entitled to remove from the Sports Complex any and all property belonging to the Tenant or anyone claiming by, through or under the liability of Tenant which is in the Leased Premises; B. Landlord to shall reimburse Tenant for the cost of any improvements to the Sports Complex paid for by Tenant from private funds, from and after the Commencement Date, less an allowance per item computed as follows: Such allowance shall represent a fractional portion of the initial cost of such item and in determining such portion the fraction shall have as its numerator the number of years that have elapsed subsequent to the completion of such improvement and shall have as it denominator the number 25. C. In addition to the foregoing, Tenant shall be entitled to recover from Landlord the amount of any and all damages sustained by Xxxxxx as the result of Landlord’s breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises Management Agreement. 27.4.5 In the event of a breach or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and a threatened breach by the Landlord of any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premisesterms, covenants, conditions or provisions hereof or the Management Agreement, the Tenant shall have the right of injunction to restrain the same and the right to invoke any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 remedy allowed by law or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, equity including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligationsmoney damages, as if specific remedies, indemnity or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codereimbursement were not herein provided for.

Tenant’s Remedies. Notwithstanding Upon the occurrence of any Landlord Event of Default, Tenant shall have the right to option to pursue any one or more of the following remedies without any further notice or demand whatsoever: 14.7.1 Cure the Landlord Event of Default and in connection therewith pay or incur reasonable expenses. Additionally, Tenant shall have the right to remedy any default of an emergency nature, in the event Landlord fails to commence to cure any default creating an emergency situation promptly upon being given notice which is reasonable under the circumstances, and Tenant shall have the right to remedy such a default without notice (if the giving of notice is not reasonably practicable) in the event of an emergency. All sums so expended or obligations incurred by Tenant in connection with the foregoing, plus interest thereon at a rate per annum equal to the highest lawful rate from the date such expenses are incurred until repayment, shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse Tenant, Tenant may, in addition to any other provision right or remedy available to Tenant under this Lease and/or applicable law, make monthly deductions from Base Monthly Rent until all sums expended (or obligations incurred) by Tenant plus interest as aforesaid are reimbursed in full; or 14.7.2 Pursuit of this Lease, if any default hereunder by Landlord is of the foregoing remedies shall not cured within preclude pursuit of any of the applicable cure period other remedies herein expressly provided in Paragraph 20(c) or any other applicable cure period remedies provided in this Lease (including by law, nor shall pursuit of any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, remedy herein provided constitute a forfeiture or (ii) an action for actual damages. Notwithstanding waiver of any other provision of this Lease, the liability of Landlord damage accruing to Tenant for by reason of the violation of any breach or default by Landlord under of the terms of this Leaseterms, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages thereforprovisions, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildingscovenants herein contained. Forbearance by Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury to enforce one or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment more of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach remedies herein provided upon the occurrence of Landlord. Without limiting the preceding sentence, in no event shall a Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption Event of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Default shall not be subject deemed or subordinated construed to any Mortgage that is created or recorded in the official records constitute a waiver of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding Landlord shall not be in default hereunder unless Landlord fails to perform any other provision of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, if Tenant may not terminate, and to the extent permitted by law waives the benefit of any default hereunder by law now or hereafter in effect which would permit Tenant to terminate, this Lease for breach of Landlord's obligations hereunder. All obligations of Landlord is under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided thereafter. The term "Landlord" in this Lease (including any Mortgagee’s additional cure period)shall mean only the owner, Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment time being of the Premises, and any other loss arising in the event of the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from Landlord’s entry all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner's ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Premises, and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall any personal liability be asserted against Landlord, its officers, directors or employees in connection with this Lease nor shall any recourse be had to any other property or assets of Landlord. The Landlord's interest in the Premises shall be deemed to include the net proceeds received by Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Premises, or from any condemnation or conveyance in lieu of condemnation of all or any portion of the Premises, and the net proceeds of insurance received by Landlord from any casualty loss of all or any portion of the Premises. Notwithstanding the foregoing, the Landlord shall be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if its obligations pursuant to the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained Construction Addendum up to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of Substantial Completion regardless of any transfer by Landlord and without limitation to the judgment giving rise to such lien. value of Landlord’s 's interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodePremises.

Tenant’s Remedies. Notwithstanding any other provision Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.15, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30) day period thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability holder of any such ground lease, deed of trust or mortgage shall have an additional thirty (30) days to cure such default; provided that if such default cannot reasonably be cured within that thirty (30) day period, then such holder shall have such additional time to cure the default as is reasonably necessary under the circumstances, provided that performance is commenced within such thirty (30) day period and is thereafter diligently prosecuted to completion. Tenant shall look solely to the assets of Landlord to Tenant for recovery of any breach judgment. No trustees, directors, officers, agents, employees or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest representatives of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance(or, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership partnership, its partners partners, whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, ) shall never ever be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage lien, deed of trust or mortgage to which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Section 5.11 applies or may apply. Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) have the right to perform Landlord’s obligationswithhold, reduce or (B) the right to terminate offset any amount against any payments of Rent due and payable under this Lease or withhold Rent on account by reason of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 a breach of the California Civil Codethis Lease by Landlord.

Tenant’s Remedies. In the event Landlord defaults in the performance of any of its obligations to Tenant hereunder, or breaches any warranty or representation, express or implied, to Tenant in connection with this Lease or the Premises, and such default or breach continues for a period of thirty (30) days following written notice thereof from Tenant to Landlord (or such longer time as may be reasonable if Landlord commences the cure of such default or breach within said 30 day period and diligently pursues the cure thereafter), then Tenant may, as it sole remedies (i) if the default relates to the Landlord's obligations under Section 8.1 hereof, Tenant may take such action as is reasonably necessary to cure Landlord's default if Tenant includes in its written notice to Landlord a provision that Tenant will take such action (ii) bring suit against Landlord for damages or (iii) bring suit to specifically enforce Landlord's obligations under this Lease. Further, if the default relates to Landlord's obligations under Section 8.1, Landlord shall pay the amount of Tenant's deductible (up to a maximum amount of $1,000.00) relating to Tenant's insurance claim for any damage to Tenant's consents. In the event Tenant cures such default by Landlord as provided in item (i), then Landlord will reimburse Tenant all reasonable costs and expenses incurred by Tenant in curing Landlord's default. Notwithstanding any the foregoing provisions, if Landlord has failed to maintain the roof as required by Section 8.1 and the contents of the Premises are in imminent danger of damage due to water leaking or other provision elements, then Tenant may cure Landlord's obligations if Landlord fails to commence the cure thereof within twenty-four (24) hours following Tenant's notice to Landlord. Tenant shall have no right of set-off against payments due to Landlord hereunder and shall have no right to terminate this Lease, if any default hereunder by Landlord and Tenant hereby waives such remedies. It is not cured within expressly agreed that the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability obligations of Landlord hereunder are independent of Tenant's obligations. Landlord shall have no personal liability to Tenant for any such default or breach by Landlord, and have no personal liability to Tenant for any such default or default breach by Landlord, and Tenant specifically agrees to look solely to Landlord's interest in the Building and the Land situated thereunder for payment of any damages suffered by Tenant. Pending resolution of any controversy hereunder (as evidenced by a final, nonappealable order issued by a court of competent jurisdiction), Tenant shall continue to pay to Landlord all sums which are and become due to Landlord hereunder, without deduction or set-off. Following a final, nonappealable order issued by a court of competent jurisdiction evidencing a monetary sum owed by Landlord under to Tenant, Tenant may offset the terms amount owed by Landlord from the Basic Rental owed by Tenant to Landlord; provided, however, the amount of this Leaseoffset each month shall in no event exceed twenty percent (20%) of the installment of Basic Rental due that month, or unless the aggregate amount to be offset exceeds the total Basic Rental to accrue for any other matter related to this the remainder of the Lease or Term, in which event the monthly limitation as to the Premises or Project, amount which may be offset shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against the total amount owing by Landlord in connection therewith to Tenant divided by the number of months remaining during the Lease Term. Any sums owed by Landlord to Tenant shall be recoverable only from bear interest at the interest of Landlord in the BuildingsMaximum Rate. Tenant hereby expressly waives and disclaims any lien or claim for damages for any disturbance, loss of business, nuisance, injury which Tenant has or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, may have in and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission property belonging to the Landlord or breach of Landlord. Without limiting on the preceding sentence, in no event shall Rent due to the Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate under this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodeLease.

Tenant’s Remedies. Notwithstanding any other provision (a) Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord’s obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)-day period and thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the holder of any such ground lease, deed of trust or mortgage shall have an additional period of time as described in Section 9.26 below. The liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s the actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord and its present or future partners or members in the BuildingsBuilding, and Xxxxxx agrees to look solely to Xxxxxxxx’s interest in the Building for satisfaction of any liability and shall not look to other assets of Landlord nor seek any recourse against the assets of the individual partners, members, directors, officers, shareholders, agents or employees of Landlord, including without limitation, any property management or asset management company of Landlord (collectively, the “Landlord Parties”). Tenant hereby waives It is the parties’ intention that Landlord and the Landlord Parties shall not in any claim for damages event or circumstance be personally liable, in any manner whatsoever, for any disturbance, loss of business, nuisancejudgment or deficiency hereunder or with respect to this Lease. Landlord shall not be liable for any loss, injury or inconvenience to damage arising from any act or interference with Tenant’s business, omission of any loss of occupancy other tenant or quiet enjoyment occupant of the PremisesBuilding, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event nor shall Landlord be liable under any circumstances for damage or inconvenience to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any loss of income or profit therefrom or for other loss, claim, cost, expense or damage which would be covered by a standard policy consequential damages. The liability of business interruption insurance. Landlord, or if Landlord under this Lease is a partnership limited to its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgmentactual period of ownership of title to the Building. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage lien, deed of trust or mortgage to which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Section 5.12 applies or may apply. Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease or withhold withhold, reduce or offset any amount against any payments of Rent due and payable under this Lease by reason of a breach of this Lease by Landlord, except as hereinafter provided. (b) If (i) Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance which solely affects the Leased Premises and no other tenant space, and Landlord fails to provide such action and the failure continues beyond the applicable cure period set forth in this Section 5.16, and (ii) Landlord does not provide Tenant written notice reasonably objecting to the necessity or appropriateness of the Tenant requested repair and/or maintenance, then Tenant may proceed to take the required action upon delivery of an additional ten (10) days’ notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Xxxxxxxx and was not taken by Landlord within such additional ten (10)-day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable direct out-of- pocket costs and expenses in taking such action. If Landlord provides written notice to Tenant reasonably objecting to the necessity or appropriateness of the Tenant requested repair and/or maintenance. Tenant’s sole remedy shall be to claim a default by Landlord and file an action in a court of competent jurisdiction in connection therewith. In the event Tenant takes such action, such work must be performed in a first-class manner and in compliance with all applicable laws; and, if such work will affect the Building’s systems and equipment or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on account such systems and equipment (or structural components) (and Landlord shall cause such contractors to charge Tenant competitive rates for such work) unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings (as defined in Section 8.1). Further, if Landlord defaultdoes not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of Tenant’s costs of taking action which Xxxxxx claims should have been taken by Xxxxxxxx, includingand if such invoice from Tenant sets forth a reasonably particularized breakdown of Tenant’s costs and expenses in connection with taking such action on behalf of Landlord, without limitationthen Tenant shall be entitled to deduct from Base Rent payable by Tenant under this Lease, Sections 1932(1the amount set forth in such invoice. If, however, Xxxxxxxx delivers to Tenant within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), 1941 then Tenant shall not be entitled to such deduction from Base Rent, but as Xxxxxx’s sole remedy, Tenant may proceed to claim a default by Landlord and 1942 file an action in a court of the California Civil Codecompetent jurisdiction in connection therewith.

Tenant’s Remedies. Notwithstanding If an Event of Default occurs, Tenant shall have the following remedies: (1) Tenant may, but shall not be obligated to, and without notice to or demand upon Landlord and without waiving or releasing Landlord from any obligations of Landlord under this Agreement, pay or perform any obligations of Landlord; pay any cost or expense to be paid by Landlord; and make any other provision of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) payment or perform any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, act on the liability part of Landlord to be made and performed as provided for in this Agreement, in such manner and to such extent as Tenant for may deem desirable, and in exercising any breach such right, may also pay all necessary and incidental costs and expenses, employ counsel and incur and pay attorneys’ fees. Landlord shall pay costs to Tenant upon demand with interest at seven percent per annum or default alternatively, Xxxxxx’s costs may be deducted from the rent due under this Agreement. (2) Tenant may terminate this Agreement by written notice to Landlord under in which case Tenant shall vacate the terms Leased Premises in accordance with Section 12. Neither the passage of this Lease, or for time after the occurrence of an Event of Default nor Tenant’s exercise of any other matter related remedy with regard to this Lease or to the Premises or Project, such Event of Default shall be limited to limit Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease Agreement by written notice to Landlord. Prior to exercising any of the above remedies, Landlord and Tenant shall meet to discuss and attempt to resolve the Event of Default. Each party shall make a good faith effort to resolve the Event of Default. If the Event of Default is not resolved by the parties, the parties shall submit the dispute to non-binding mediation before filing any action in court. The parties shall share the cost of the mediator, and each shall be responsible for their own costs associated with preparing for and attending the mediation. No remedy provided for herein or withhold Rent on account elsewhere in this Agreement or otherwise available to Landlord or Tenant by law, statute, or equity, shall be exclusive of any Landlord defaultother remedy, including, without limitation, Sections 1932(1), 1941 but all such remedies shall be cumulative and 1942 of may be exercised from time to time and as often as the California Civil Codeoccasion may arise.

Tenant’s Remedies. Notwithstanding If an Event of Landlord Default occurs, then Tenant, at any other provision time thereafter prior to the curing thereof shall have, as its sole and exclusive remedy, the right to do any one or more of this Leasethe following: (a) file such lawsuits against Landlord as may be necessary to pursue Tenant's rights and remedies provided by law or in equity against Landlord for damages or mandamus, if any default hereunder and claims for reliance damages, such as lost revenues and recovery of expenditures made by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in Tenant pursuant to this Lease (including any Mortgagee’s additional cure periodcapital expenses related to the Renovation Work), Tenant’s exclusive remedies by reason of the existence of such Event of Landlord Default; (b) perform the Obligations of Landlord which gave rise to the existence of such Event of Landlord Default, in which event Landlord shall be obligated to reimburse to Tenant all expenses (iincluding reasonable attorneys' fees) incurred by Tenant as the result of Tenant's performance of the Obligations of Landlord together with interest thereon at the Permitted Rate from the date of expenditure; and (c) attempt to enforce the Obligations of Landlord under this Lease by an action for a specific performance; provided, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentencehowever, in no event shall Landlord be liable to Tenant for any consequential damageshave, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligationsspecifically waives, or (B) the right to terminate or seek termination of this Lease upon the occurrence of an Event of Landlord Default. All of Tenant's rights and remedies listed above may be exercised concurrently or withhold consecutively at Tenant's option. Tenant shall not have, and hereby expressly waives, the right to offset against future Rent on account due to Landlord for recovery of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codeamounts expended by Tenant pursuant to clause (b) above.

Tenant’s Remedies. Notwithstanding 24.1. Anything contained in this Lease to the contrary notwithstanding, Tenant agrees that Tenant shall look solely to the estate and property of Landlord in the Building (and the actual rents received by Landlord from the Building from and after the date of any money judgment against Landlord) for the collection of any judgment or other provision judicial process requiring the payment of money by Landlord. In no event shall either Landlord or any partners, shareholders, members or other principals of Landlord, or any managers or employees of Landlord be personally responsible or liable for the payment of any such judgment or process obtained against Landlord, and, subject to the preceding sentence, the assets of any such party or person shall not be subject to levy, execution or other judicial process for the satisfaction thereof. The term "Landlord", as used in this Lease, if any default hereunder by Landlord is not cured within so far as covenants or obligations on the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability part of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Projectare concerned, shall be limited to mean and include only the owner or owners, at the time in question, of the fee title to, or a lessee's interest in a ground lease of, the Land or the Building. In the event of any assignment, conveyance or other transfer of any such title or interest (each of which may be effected without Tenant’s actual direct's consent), but not consequentialLandlord herein named (and in case of any subsequent transfers or conveyances, damages therefor, and any judgment against Landlord in connection therewith the then grantor) shall be recoverable only automatically freed and relieved from and after the interest date of such transfer, assignment or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed. 24.2. Should Landlord breach any of its duties or obligations to Tenant and, in the Buildings. Tenant hereby waives any claim case of monetary default, the breach continues for damages ten (10) days after written notice is given to Landlord, or in the case of a non-monetary default, the breach continues for any disturbance, loss thirty (30) days (or such longer period of business, nuisance, injury or inconvenience time as may reasonably be required to or interference with Tenant’s business, any loss cure such breach provided Landlord commences the cure of occupancy or quiet enjoyment such non-monetary default within such thirty (30) day period and diligently pursues the cure to completion) after written notice of the Premisesbreach is given to Landlord, and any other loss arising from Landlord’s entry and acts pursuant Tenant may take such action as is reasonably necessary to Paragraph 18 or otherwise with respect to any actcure the breach. In such event, omission or breach of Landlord. Without limiting Landlord shall, upon demand (accompanied by reasonable documentation supporting the preceding sentence, in no event shall Landlord be liable to demand) reimburse Tenant for any consequential damagesexpenses reasonably incurred by Tenant in curing Landlord's breach, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or attorney's fees and expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment reasonably and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codeactually incurred.

Tenant’s Remedies. Notwithstanding In the event of any other provision of default by Landlord under this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies remedy shall be (i) an action for specific performancedamages (Tenant hereby waiving the benefit of any laws granting it a lien upon the property of Landlord and/or upon Rent due Landlord), but prior to any such action Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall thereupon have thirty (30) days in which to cure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant shall not have any remedy or (ii) an cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of its possession of the Premises and not thereafter. The term “Landlord” shall mean only the Landlord, for actual damagesthe time being of the interest in the Premises, and in the event of the transfer by such Landlord of its interest in the Premises, such Landlord shall thereupon be released and discharged from all covenants and obligations of Landlord thereafter accruing, but such covenants and obligations shall be binding during the Term upon each new Landlord for the duration of such Landlord’s ownership. Notwithstanding any other provision hereof, Landlord shall not have any personal liability hereunder. In the event of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms in any term or provision of this Lease, or for any other matter related Tenant agrees to this Lease or look solely to the Premises equity or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of then owned by Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence; however, in no event shall Landlord any deficiency judgment or any money judgment of any kind be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, sought or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for obtained against any other loss, claim, cost, expense or damage which would be covered by a standard policy assets of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if any default hereunder by Landlord is not cured within Upon the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, occurrence and during the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit continuance of any Laws granting it (A) Landlord Default, Tenant shall have the right to perform Landlord’s obligations, pursue any remedy available at law or (B) equity including the right to terminate this Lease. In case of such termination, all obligations that are still executory on both sides are discharged except that any right based on prior breach or performance survives, and the indemnification provisions shall remain in force. Before exercising its right pursuant to this Section 10.7 to terminate this Lease, Tenant shall give Landlord five (5) days notice of its intention, which notice shall distinctly state the Landlord Default upon which Tenant relies, and Tenant’s right to terminate shall cease if Landlord cures the events of default contained in the notice. If Landlord is liable for breaching its obligation to provide parking spaces as required under this Lease, Landlord shall not be liable for more than an amount equal to the Basic Rent in effect at the time of the breach for the parking spaces that Landlord was required to supply less appropriate offsets, if any. In addition to any right or remedy provided in this Lease, during any time that Tenant loses the right to use any or all of the Leased Spaces, for any reason not caused by Tenant’s failure to comply with this Lease or withhold Tenant’s negligence or willful misconduct, Tenant shall be entitled to reduce or xxxxx the amount of Rent it is obligated to pay to Landlord on account a pro rata basis. Tenant’s right to reduce or xxxxx its payment of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of Rent shall terminate immediately to the California Civil Codeextent Tenant’s right to use the Leased Spaces is restored.

Tenant’s Remedies. Notwithstanding any other provision Tenant shall look solely to Landlord’s interest in the Building for recovery of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or its agents, its employees, and (if Landlord is a partnership or joint venture) its partners partners, whether general or limited, or (if Landlord is a corporation corporation), its directors, officers or officers, and shareholders, or (if Landlord is a limited liability company company), its members members, manager, and officers, or managers(if Landlord is a trust) its trustees and beneficiaries, shall never be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Mortgage. Landlord shall not be subject deemed to be in default of any obligation hereunder unless Tenant has given Landlord written notice of the alleged default specifying the applicable provision of this Lease and the same remains uncured after thirty days (or, except in cases of imminent risk to person or subordinated property, such longer period as may be reasonably necessary to cure the same). In no event shall Landlord be liable for consequential or indirect damages. In addition to the other remedies provided in this Lease, Tenant shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any Mortgage of the covenants, conditions or provisions of this Lease by Landlord or to a decree compelling specific performance of any such covenants, conditions or provisions. No termination remedy that is created not expressly set forth in this Lease for any breach or recorded in the official records failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of the county in which the Project is located after the date of the judgment giving rise to such lienlaw. This Lease shall be construed as though Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which and Tenant’s covenants contained herein are independent and not controlled by any Mortgagee or other lender. dependent, and Tenant hereby waives the benefit of any Laws granting it (A) statute or judicial law to the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codecontrary.

Tenant’s Remedies. Notwithstanding (a) If a Landlord Event of Default occurs, then the Tenant, at any other provision time thereafter prior to the curing thereof shall have, as its sole and exclusive remedy, the right to do any one or more of the following: (i) terminate this Lease by providing written notice thereof to the Landlord, in which event the Tenant shall surrender possession of the Premises to the Landlord and all of the Tenant's obligations under this Lease, if any default hereunder including the obligation to pay Rent, shall immediately terminate; (ii) file such lawsuits against the Landlord as may be necessary to pursue the Tenant's rights and remedies provided by law or in equity against the Landlord; (iii) perform the Obligations of the Landlord is not cured within which gave rise to the applicable cure period provided existence of such Landlord Event of Default, in Paragraph 20(cwhich event the Landlord shall be obligated to reimburse to the Tenant all expenses incurred by the Tenant as the result of the Tenant's performance of the Obligations of the Landlord together with interest thereon at the Permitted Rate from the date of expenditure; (iv) or any other applicable cure period provided in enforce the Obligations of the Landlord under this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) by an action for specific performance, ; and (v) offset against future Rent due to the Landlord for recovery of any amounts (y) expended by the Tenant pursuant to clause (iii) above or (z) awarded to the Tenant pursuant to a final nonappealable judgment obtained in any lawsuit filed pursuant to clause (ii) an action for actual damages. Notwithstanding any other provision above. (b) The Tenant's remedies listed and described in Section 1306(a) hereof shall be subject to the following provisions: (i) All of the Tenant's rights and remedies listed in clause (a) of this LeaseSection 1306 may be exercised concurrently or consecutively at the Tenant's option; the rights described in clauses (i) and (v) shall not be available at any time any of the Bonds are Outstanding. (ii) Subject to the provisions contained in clauses (A) and (B) below, the Landlord's liability of Landlord to the Tenant for any breach or default by Landlord under of the terms of this Lease, or for any other matter related to Landlord's express contractual obligations created in this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, (i) the entry of an order of specific performance and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment (ii) recovery of the Premisesactual costs incurred by the Tenant in performing, or causing to be performed, the Landlord's contractual obligations created hereunder. Subject to the provisions contained in clauses (A) and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act(B) below, omission or breach of Landlord. Without limiting the preceding sentence, in no event Landlord shall Landlord not be liable to the Tenant for any consequential damagesdamage or damages due to any delay in the performance of the Landlord's contractual obligations created in this Lease. Notwithstanding anything to the contrary contained in, or implied by, the provisions of this Section 1306(b)(ii), the liabilities, responsibilities or other obligations which may be imposed upon, or otherwise applicable to, the Landlord by any laws, statutes, ordinances, regulations or rules (including, without limitation, any losses arising from any interruption of Tenant’s businessthose relating to Hazardous Substances), or for lost profitsby any order, decree, decision or for charges or expenses which continue but would have been earned if opinion of any Governmental Authority, as opposed to the business had gone on without interruptioncontractual obligations created in this Lease, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject limited, lessened or subordinated otherwise affected by the provisions of this Section 1306(b)(ii). Notwithstanding the foregoing, the limitation on the Landlord's liability to any Mortgage that is created the Tenant as set forth in this Section 1306(b)(ii) shall not apply or recorded in be effective with respect to the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it following: (A) any affirmative action taken by the right to perform Landlord’s obligationsLandlord or any of its employees, officers, directors or other agents which has the effect of breaching the covenant of quiet enjoyment contained in the first sentence of Section 507 of this Lease if such affirmative action, or the effect of such affirmative action, continues for five (5) days after notice thereof to the Landlord; and (B) any action taken by the right Landlord, its employees, officers, directors or other agents which violates the Restrictive Contractual Covenants and for which an injunctive remedy is not available to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 the Tenant despite the expenditure of the California Civil CodeTenant's reasonable and proper efforts to so obtain such an injunctive remedy.

Tenant’s Remedies. Notwithstanding any other provision Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event, be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)-day period and thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability holder of Landlord any such ground lease, deed of trust or mortgage shall have an additional thirty (30) days to Tenant for any breach or cure such default; provided that if such default by Landlord cannot reasonably be cured within that thirty (30) day period, then such holder shall have such additional time to cure the default as is reasonably necessary under the terms of this Lease, or for any other matter related circumstances. Tenant shall look solely to this Lease or to Landlord's interest in the Premises or Project, shall be limited to Tenant’s actual directinsurance proceeds, but not consequential, damages therefor, condemnation awards and the proceeds thereof for recovery of any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 . Neither Landlord nor any of its trustees, directors, officers, agents, employees or otherwise with respect to any actrepresentatives (or, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership partnership, its partners partners, whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, ) shall never ever be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage lien, deed of trust or mortgage to which was created Section 5.12 applies or may apply. Except as part of an effort to defraud creditorsotherwise specifically provided for in this Lease, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease or withhold withhold, reduce or offset any amount against any payments of Rent on account due and payable under this Lease by reason of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 a breach of the California Civil Codethis Lease by Landlord.

Tenant’s Remedies. Notwithstanding Following the occurrence of a Landlord Default, Tenant shall have the right, in addition to all other rights and remedies available to Tenant under this Lease and/or at law and/or in equity, to pursue, without notice or demand, any other provision one or more of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) rights or any other applicable cure period provided remedies set forth below in this Lease Section, each and all of which shall be cumulative and non-exclusive. All costs incurred by Tenant (including including, without limitation, reasonable attorneys’ fees) in enforcing any Mortgagee’s additional cure period), Tenant’s exclusive of such rights or remedies shall be paid by Landlord to Tenant upon demand. Additionally, in the event a Landlord Default shall (i) an action for specific performanceoccur with respect to a matter in the Premises, or (ii) an materially interfere with the use of the Premises and/or any business operations conducted therein, then Tenant may cure the subject Landlord Default by taking whatever action is reasonably necessary to cure the same. In such event, Landlord shall reimburse to Tenant, within thirty (30) days after Tenant’s delivery to Landlord of Tenant’s request, together with reasonable evidence of payment of same, all reasonable costs incurred by Tenant to cure the subject Landlord Default. In the event Landlord fails to reimburse such amount to Tenant within the above-referenced thirty (30) days, then interest shall accrue on such amount at the Default Rate, beginning on the first day following the expiration of the above-referenced thirty (30) day period and ending on the date Landlord fully pays such amount, together with such interest to Tenant, or Tenant fully offsets the amount of same together with interest accrued thereon against Rent in accordance with the terms of Section 20.C below. In the event Tenant exercises its rights to cure a Landlord Default pursuant to the foregoing, then, Tenant shall be responsible for actual all losses, damages and liabilities incurred by Landlord, excluding consequential damages, resulting from claims by other tenants in the Building directly related to the action taken by Tenant to cure the subject Landlord Default, only to the extent the same exceed that which Landlord would otherwise have incurred had Landlord taken action to cure the subject Landlord Default. Notwithstanding In the event any other provision mechanic’s lien is filed against the Building for any work performed by Tenant to cure a Landlord Default pursuant to the foregoing, then Tenant shall be responsible to remove such lien from the Building in accordance with the terms of Section 8.B of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding Landlord shall not be in default hereunder (excluding the Construction Addendum) unless Landlord fails to perform any other provision of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary provided Landlord has commenced curing the default and pursues such cure with reasonable diligence). All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, if Tenant may not terminate, and to the extent permitted by law waives the benefit of any law now or hereafter in effect which would permit Tenant to terminate, this Lease for breach of Landlord's obligations hereunder. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter; provided, however, Landlord shall not sell, transfer or assign this Lease without the prior written consent of Tenant until the Premises is Substantially Completed (as defined in the Construction Addendum) unless Tenant is in default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided under this Lease and Tenant's right to possession under this Lease has been terminated. The term "Landlord" in this Lease (including any Mortgagee’s additional cure period)shall mean only the owner, Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment time being of the Premises, and any other loss arising in the event of the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from Landlord’s entry all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner's ownership. Any liability of Landlord under this Lease shall be limited solely to its interest in the Premises, and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be liable had to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense property or damage assets of Landlord; provided Landlord has not placed a mortgage on the Premises which would be covered by exceeds a standard policy loan to value of business interruption insurance. Landlord, or if Landlord 90% at the time the mortgage is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in placed on the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodePremises.

Tenant’s Remedies. Notwithstanding any other provision Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event, be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord’s obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)-day period and thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability holder of Landlord any such ground lease, deed of trust or mortgage shall have an additional thirty (30) days to Tenant for any breach or cure such default; provided that if such default by Landlord cannot reasonably be cured within that thirty (30) day period, then such holder shall have such additional time to cure the default as is reasonably necessary under the terms circumstances. Tenant shall look solely to Xxxxxxxx’s interest in the Project for recovery of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to . Neither Landlord nor any actof its trustees, omission or breach of Landlord. Without limiting the preceding sentenceshareholders, in no event shall Landlord be liable to Tenant for any consequential damagesmembers, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners (whether general or limited), or if Landlord is a corporation its asset managers, property managers, beneficiaries, directors, officers officers, agents, employees, contractors or shareholders, or if Landlord is a limited liability company its members or managers, representatives shall never ever be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage lien, deed of trust or mortgage to which Section 5.12 applies or may apply. Notwithstanding any contrary provision contained in this Lease, neither Landlord nor any of its trustees, shareholders, members, partners (excluding whether general or limited), asset managers, property managers, beneficiaries, directors, officers, agents, employees, contractors or representatives shall be liable under any Mortgage which was created as part circumstances for any indirect or consequential damages or any injury or damage to, or interference with, Xxxxxx’s business, including but not limited to, loss of an effort to defraud creditorsprofits, i.e.loss of rents or other revenues, a fraudulent conveyance); providedloss of business opportunity, loss of goodwill or loss of use, in each case, however that any such judgment and any such levy of execution thereon occurring. Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease or withhold withhold, reduce or offset any amount against any payments of Rent on account due and payable under this Lease by reason of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 a breach of the California Civil Codethis Lease by Landlord.

Tenant’s Remedies. Notwithstanding All rights and remedies of Tenant herein enumerated shall be cumulative, and none shall exclude any other provision right or remedy allowed by law. In addition to the other remedies in this Lease provided, Tenant shall be entitled to the restraint by injunction of the violation or attempted violation of any of the covenants, agreements or conditions of this Lease. (a) If Landlord shall fail to perform any of its obligations when and as due under this Lease, which default continues for a period of more than thirty (30) days after written notice from Tenant specifying such default (or as to any default which requires more than thirty (30) days to remedy, if such cure is not commenced promptly or pursued diligently and continues for more than one (1) year) Tenant, in addition to any default hereunder rights and remedies available to it under applicable law, may at its option upon written notice: (1) xxx for injunctive relief; and/or (2) xxx for specific performance; and/or (3) xxx for damages, and/or (4) terminate this Lease. (b) If Landlord fails to perform any of its obligations under this Lease, and such failure continues for thirty (30) days after written notice, Tenant shall have the right, but not obligation to take such actions as are reasonably necessary to cure that failure, at Landlord’s cost and expense. Landlord agrees to reimburse Tenant for the reasonable costs and expenses incurred by Tenant within thirty (30) days after Tenant’s presentment of paid invoices. Notwithstanding the foregoing, in the event any failure by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in to perform its obligations under this Lease (including any Mortgagee’s additional cure period)a) creates an unsafe or unhealthy condition, (b) causes or threatens to cause damage to Tenant’s exclusive remedies shall be (i) an action for specific performancepersonal property and equipment, or (iic) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference unreasonably interferes with Tenant’s business, any loss of occupancy or quiet enjoyment use of the PremisesPremises and other shared use areas of the Building and grounds, then Tenant shall provide such oral or written notice as is reasonable under the circumstances and any other loss arising from Tenant shall give Landlord such shorter time to cure its failure as is reasonable under the circumstances before exercising self-help. If Landlord fails to timely reimburse Tenant for its costs to cure Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodeTenant may offset such amount from its rental payments.

Tenant’s Remedies. Notwithstanding any other provision If Landlord commits a default that materially affects Tenant's use of this Leasethe Premises, and Tenant has provided simultaneous written notice thereof to Landlord's mortgagee (if any and if Tenant has notice thereof) and Landlord (and/or Landlord's mortgagee if any) has failed to commence to cure such default hereunder by Landlord is not cured within the applicable cure period provided specified in Paragraph 20(cSection 20(f) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord such shorter time as is commercially reasonable in the Buildings. case of an emergency threatening imminent harm to persons or property, Tenant hereby waives may, without waiving any claim for damages for any disturbancebreach of agreement, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment thereafter cure the default for the account of the PremisesLandlord, which cure shall be preceded by an additional notice given at least three (3) days prior to such cure to Landlord and Landlord's mortgagee that Tenant plans to undertake the cure, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 the reasonable cost of such cure shall be deemed paid or otherwise with respect to any act, omission or breach incurred for the account of Landlord. Without limiting the preceding sentence, in no event and Landlord shall Landlord be liable to reimburse Tenant for any consequential damagesTenant's out-of-pocket expenditures paid to third parties to effectuate such cure, includingsuch reimbursement to be within thirty (30) days after completion of the cure and invoice to Landlord showing the costs of cure. If Landlord disputes either the necessity of the cure or the cost thereof, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon matter shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., settled by arbitration administered by the American Arbitration Association in accordance with its rules before a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records single arbitrator of the county American Arbitration Association sitting in which the Project is located after the date Seattle, Washington. The arbitrator shall be a person having experience and knowledge about commercial leasing and property management. The arbitration shall be held within sixty (60) days of Landlord notifying Tenant it disputes Tenant's cure. The costs of the judgment giving rise arbitrator shall be shared equally by the parties. The prevailing party shall be entitled to such lienan award of reasonable attorney's fees. Landlord’s interest The arbitrator's award shall be final and binding on the parties. Except as otherwise specifically permitted in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. this Lease, Tenant hereby waives the benefit of any Laws granting right it (A) the right may have at law or under equity to perform Landlord’s obligations, abatx xx offset Rent or (B) the right to terminate this Lease or withhold Rent on account of additional rent for any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codereason.

Tenant’s Remedies. Notwithstanding any other provision of If Landlord is in default under this Lease, if Tenant may pursue any default hereunder by Landlord is not cured within one or more of the applicable cure period following remedies, separately or concurrently or in any combination, without any notice (except as specifically provided in Paragraph 20(cherein) or demand whatsoever and without prejudice to any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period)remedy which it may have, Tenant’s exclusive remedies shall be (i) bring an action for (either through judicial action or through Arbitration as set forth in Article 43) against Landlord to recover from Landlord all damages suffered, incurred or sustained by Tenant (including, without limitation, court costs and reasonable attorneys’ fees actually incurred) as a result of, by reason of or in connection with such default, and/or to obtain specific performanceperformance of Landlord’s obligations under this Lease, or (ii) an after reasonable notice take whatever action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord is obligated to Tenant for any breach or default by Landlord do under the terms of this Lease, or Lease in which event Landlord shall reimburse Tenant on demand for any other matter related to this Lease or to expenses, including without limitation, reasonable attorneys’ fees actually incurred, which Tenant may incur in taking such action. In the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any event that Tenant obtains the entry of a judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury either following Arbitration pursuant to Article 43 or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premisesjudicial action, and any other loss arising from Landlord’s entry and acts pursuant in such event Landlord fails to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce pay such judgment and any levy within thirty (30) days following the date of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part entry of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution together with interest thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after from the date of the judgment giving rise to such lien. Landlord’s interest in at the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Default Rate: (i) Tenant hereby waives the benefit may within a period of any Laws granting it thirty (A30) the right to perform Landlord’s obligations, or (B) the right to days thereafter terminate this Lease by giving Landlord written notice of such termination, in which event this Lease shall be terminated at the time designated by Tenant in its notice of termination to Landlord; or withhold (ii) Tenant may set off against and deduct from the Annual Rent on account or other amounts due under this Lease the amount of any damages suffered, incurred or sustained by Tenant as a result of, by reason of or in connection with such default. Tenant agrees that if it shall commence any action against Landlord defaultdescribed in this Section 19.2, including, without limitation, Sections 1932(1), 1941 and 1942 it shall simultaneously provide a copy of its complaint in such action to any mortgagee holding a mortgage on the California Civil CodePremises of whom Tenant shall have received notice of such mortgage.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if any Landlord shall not be in default hereunder by unless Landlord is not cured within the applicable fails to cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or a default by Landlord of its obligations under the terms this Lease within sixty (60) days after its receipt of this Leasenotice thereof from Tenant, or for any other matter related if such default is not capable of being cured within said sixty (60) day period, Landlord has failed to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, commence such cure and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildingsdiligently pursue such cure until completion. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in In no event shall Landlord be liable to Tenant for any consequential damages. Tenant shall not sue, seek any remedy or enforce any right against Landlord until (a) Tenant gives written notice to all Senior Parties, and (b) a reasonable time for such Senior Party, at its option, to remedy the act or omission has elapsed following the giving of notice by Tenant to Senior Party required hereunder, including, without limitation, time to obtain possession from Landlord by power of sale or judicial foreclosure, it being agreed that the Senior Party shall have no obligation to Tenant to cure or remedy any losses arising act or omission of Landlord. Tenant shall look solely to Xxxxxxxx's interest in the Building for recovery of any judgment from any interruption of Tenant’s business, Landlord whether from a breach hereof or for lost profits, from a right created by statute or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insuranceat common law. Landlord, or if Landlord is a partnership its partners whether general or limited, or if and Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, Parties shall never not be personally liable for any such judgment. Xxxxxx agrees that no other property or assets of Landlord or any partner or member of Landlord shall be subject to levy, execution or other enforcement procedures for satisfaction of any such judgment or decree; no partner or member of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction over Landlord); no service of process shall be made against any partner or member of Landlord (except as may be necessary to secure jurisdiction over Landlord); no judgment shall be taken against partner or member of Landlord; no writ of execution shall ever be levied against the assets of any partner or member of Landlord; and these covenants, limitations and agreements are enforceable both by Landlord and by any partner or member of Landlord. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodeSenior Instrument.

Tenant’s Remedies. In the event Landlord defaults in the performance of any of its obligations to Tenant hereunder, or breaches any warranty or representation, express or implied, to Tenant in connection with this Lease or the Premises, and such default or breach continues for a period of thirty (30) days following written notice thereof from Tenant to Landlord (or such longer time as may be reasonable if Landlord commences the cure of such default or breach within said 30 day period and diligently pursues the cure thereafter), then Tenant may, as it sole remedies (i) if the default relates to the Landlord's obligations (A) to complete "punchlist " items pursuant to Article H, (B) as to the construction guaranty contained in Section 3.3 hereof, (C) under Section 8.1 hereof, or (D) to maintain the Common Area under Section 8.7 hereof, Tenant may take such action as is reasonably necessary to cure Landlord's default if Tenant includes in its written notice to Landlord a provision that Tenant will or may take such action,, (ii) bring suit against Landlord for damages or (iii) bring suit to specifically enforce Landlord's obligations under this Lease. Further, if the default relates to Landlord's obligations under Section 8.1, Landlord shall pay the amount of Tenant's deductible (up to a maximum amount of $1,000.00) relating to Tenant's insurance claim for any damage to Tenant's contents. In the event Tenant cures such default by Landlord as provided in item (i), men Landlord will reimburse Tenant all reasonable costs and expenses incurred by Tenant in curing Landlord's default. Notwithstanding any the foregoing provisions, if Landlord has failed to maintain the roof as required by Section 8.1 and the contents of the Premises are in imminent danger of damage due to water leaking or other provision elements, then Tenant may cure Landlord's obligations if Landlord fails to commence the cure thereof within twenty-four (24) hours following Tenant's notice to Landlord. Except as otherwise expressly provided for herein, Tenant shall have no right of set-off against payments due to Landlord hereunder and shall have no right to terminate this Lease, if any default hereunder by Landlord and Tenant hereby waives such remedies. It is not cured within expressly agreed that the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability obligations of Landlord hereunder are independent of Tenant's obligations. Landlord shall have no personal liability to Tenant for any such default or breach by Landlord, and have no personal liability to Tenant for any such default or default breach by Landlord, and Tenant specifically agrees to look solely to Landlord's interest in the Building and the Land situated thereunder for payment of any damages suffered by Tenant. Pending resolution of any controversy hereunder (as evidenced by a final, nonappealable order issued by a court of competent jurisdiction), Tenant shall continue to pay to Landlord all sums which are and become due to Landlord hereunder, without deduction or set-off. Following a final, nonappealable order issued by a court of competent jurisdiction evidencing a monetary sum owed by Landlord under to Tenant, Tenant may offset the terms amount owed by Landlord from the Basic Rental owed by Tenant to Landlord; provided, however, the amount of offset each month shall in no event exceed twenty percent (20%) of the installment of Basic Rental due that month, unless the aggregate amount to be offset exceeds the total Basic Rental to accrue for the remainder of the Lease Term, in which event the monthly limitation as to the amount which may be offset shall be limited to the total amount owing by Landlord to Tenant divided by the number of months remaining during the Lease Term, Any sums owed by Landlord to Tenant shall bear interest at the Maximum Rate. Subject to the limitations contained in the following paragraph of this Article XXXI, Tenant shall at all times have the right of levy with respect to any judgment it obtains against Landlord. Tenant hereby expressly waives and disclaims any lien or claim which Tenant has or may have in and to any property belonging to the Landlord or on the Rent due to the Landlord under this Lease. The term "Landlord, or for any other matter related to " as used in this Lease so far as covenants or to obligations on the Premises or Projectpart of Landlord are concerned, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, mean and any judgment against Landlord include only the owner or owners at the time in connection therewith shall be recoverable only from question of the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment fee of the Premises, and in the event of any other loss arising from Landlord’s entry transfer or transfers or conveyance of the Premises and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach this Lease and the assumption by the transferee of Landlord. Without limiting 's obligations hereunder, the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon then grantor shall be subject automatically freed and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment relieved from and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed (but not as to matters theretofore occurring), provided that any funds in the hands of such landlord or the then grantor at the time of such transfer, in which Tenant has an interest shall be turned over to the grantee, and any amount then due and payable to Tenant by Landlord or the then grantor under any provision of this Lease shall be paid to Tenant The covenants and obligations contained in this Lease on the part of Landlord shall, subject to the aforesaid, be binding on Landlord's successors and assigns, during and in respect of their respective successive periods of ownership. If Landlord fails to perform any of its obligations under this Lease and Tenant recovers a money judgment giving rise to against Landlord, such lien. judgment may be satisfied only out of (i) proceeds produced upon execution of such judgment and levy thereon against Landlord’s 's interest in the Buildings shall include Property and improvements thereon, (ii) the rents or other income from the Property receivable by Landlord, and (iii) if Landlord's failure of performance is in respect of any covenant or obligation under Articles XVI or XVII, Landlord's share of any condemnation award and the proceeds of any casualty insurance proceeds received maintained by Landlord which are in respect of the Property. The foregoing provisions shall not controlled by any Mortgagee or other lender. Tenant hereby waives relieve Landlord from the benefit performance of any Laws granting of Landlord's obligations under this Lease, but only to limit Landlord's liability in the case of the recovery of a monetary judgment against it (A) nor shall the foregoing provisions limit or otherwise affect Tenant's right to perform Landlord’s obligations, obtain injunctive relief or (B) the specific performance or avail itself of any other right to terminate or remedy that this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codelaw may accord Tenant.

Tenant’s Remedies. In the event Landlord defaults in .the performance of any of its obligations to Tenant hereunder, or breaches any warranty or representation, express or implied, to Tenant in connection with this Lease or the Premises, and such default or breach continues for a period of thirty (30) days following written notice thereof from Tenant to Landlord (or such longer time as may be reasonable if Landlord commences the cure of such default or breach within said 30 day period and diligently pursues the cure thereafter), then Tenant may, as it sole remedies (i) if the default relates to the Landlord's obligations (A) to complete "punchlist items pursuant to Article H, (B) as to the construction guaranty contained in Section 3.3 hereof; (C) under Section 8.1 hereof; or (D) to maintain the Common Area under Section 8.7 hereof, Tenant may take such action as is reasonably necessary to cure Landlord's default if Tenant includes in its written notice to Landlord a provision that Tenant will or may take such action,, (ii) bring suit against Landlord for damages or (iii) bring suit to specifically enforce Landlord's obligations under this Lease. Further, if the default relates to Landlord's obligations under Section 8.1, Landlord shall pay the amount of Tenant's deductible (up to a maximum amount of $1,000.00) relating to Tenant's insurance claim for any damage to Tenant's contents. In the event Tenant cures such default by Landlord as provided in item (i), then Landlord will reimburse Tenant all reasonable costs and expenses incurred by Tenant in curing Landlord's default. Notwithstanding any the foregoing provisions, if Landlord has failed to maintain the roof as required by Section 8.1 and the contents of the Premises are in imminent danger of damage due to water leaking or other provision elements, then Tenant may cure Landlord's obligations if Landlord fails to commence the cure thereof within twenty-four (24) hours following Tenant's notice to Landlord. Except as otherwise expressly provided for herein, Tenant shall have no right of set-off against payments due to Landlord hereunder and shall have no right to terminate this Lease, if any default hereunder by Landlord and Tenant hereby waives such remedies. It is not cured within expressly agreed mat the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability obligations of Landlord hereunder are independent of Tenant's obligations. Landlord shall have no personal liability to Tenant for any such default or breach by Landlord, and have no personal liability to Tenant for any such default or default breach by Landlord, and Tenant specifically agrees to look solely to Landlord's interest in the Building and the Land situated thereunder for payment of any damages suffered by Tenant Pending resolution of any controversy hereunder (as evidenced by a final, nonappealable order issued by a court of competent jurisdiction), Tenant shall continue to pay to Landlord all sums which are and become due to Landlord hereunder, without deduction or set-off. Following a final, nonappealable order issued by a court of competent jurisdiction evidencing a monetary sum owed by Landlord under to Tenant, Tenant may offset the terms amount owed by Landlord from the Basic Rental owed by Tenant to Landlord; provided, however, the amount of offset each month shall in no event exceed twenty percent (20%) of the installment of Basic Rental due that month, unless the aggregate amount to be offset exceeds the total Basic Rental to accrue for the remainder of the Lease Term, in which event the monthly limitation as to the amount which may be offset shall be limited to the total amount owing by Landlord to Tenant divided by the number of months remaining during the Lease Term. Any sums owed by Landlord to Tenant shall bear interest at the Maximum Rate. Subject to the limitations contained in the following paragraph of this LeaseArticle XXXI, Tenant shall at all times have the right of levy with respect to any judgment it obtains against Landlord. Tenant hereby expressly waives and disclaims any Hen or for claim which Tenant has or may have in and to any other matter related property belonging to the Landlord or on the Rent due to the Landlord under this Lease/ The term "Landlord," as used in this Lease so far as covenants or to obligations on the Premises or Projectpart of Landlord are concerned, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, mean and any judgment against Landlord include only the owner or owners at the time in connection therewith shall be recoverable only from question of the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment fee of the Premises, and in the event of any other loss arising from Landlord’s entry transfer or transfers or conveyance of the Premises and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach this Lease and the assumption by the transferee of Landlord. Without limiting 's obligations hereunder, the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon then grantor shall be subject automatically freed and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment relieved from and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed (but not as to matters theretofore occurring), provided that any funds in the hands of such landlord or the then grantor at the time of such transfer, in which Tenant has an interest, shall be turned over to the grantee, and any amount then due and payable to Tenant by Landlord or the then grantor under any provision of this Lease shall be paid to Tenant The covenants and obligations contained in this Lease on the part of Landlord shall, subject to the aforesaid, be binding on Landlord's successors and assigns, during and in respect of their respective successive periods of ownership. If Landlord fails to perform any of its obligations under this Lease and Tenant recovers a money judgment giving rise to against Landlord, such lien. judgment may be satisfied only out of (i) proceeds produced upon execution of such judgment and levy thereon against Landlord’s 's interest in the Buildings shall include Property and improvements thereon, (ii) the rents or other income from the Property receivable by Landlord, and (iii) if Landlord's failure of performance is hi respect of any covenant or obligation under Articles XVI or XVII, Landlord's share of any condemnation award and the proceeds of any casualty insurance proceeds received maintained by Landlord which are in respect of the Property. The foregoing provisions shall not controlled by any Mortgagee or other lender. Tenant hereby waives relieve Landlord from the benefit performance of any Laws granting it (A) of Landlord's obligations under this Lease, but only to limit Landlord's liability in the case of the recovery of a monetary judgment against it, nor shall the foregoing provisions limit or otherwise affect Tenant's right to perform Landlord’s obligations, obtain injunctive relief or (B) the specific performance or avail itself of any other right to terminate or remedy that this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codelaw may accord Tenant.

Tenant’s Remedies. Notwithstanding any (a) Without prejudice to other provision rights of Tenant under this LeaseArticle, if any default hereunder there is an Uncured Breach by Landlord is then Tenant may at its sole discretion perform, correct and repair any condition of Premises which results from the respective Uncured Breach but only if such performance, correction and repair works are capable of being carried out exclusively within Premises and will not cured within the applicable cure period provided in Paragraph 20(c) cause any inconvenience to Landlord or any other applicable cure period provided of the tenants in this Lease (including any Mortgagee’s additional cure period)the Building. Tenant shall have a right to demand from Landlord compensation for documented real loss, incurred by Tenant in connection with or arising from the Uncured Breach or replacement of Tenant’s exclusive remedies property damaged as a result of the Uncured Breach with the property of comparable characteristics, quality and price, but Tenant shall not be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord entitled to Tenant compensation for any breach further losses or default damages unless the Uncured Breach was caused by Landlord’s willful misconduct. (b) If there is an Uncured Breach by Landlord under Tenant may serve a Termination Offer in accordance with item 2 of Article 452 of the terms Civil Code of this Lease, or for any other matter related to this Lease or to the Premises or Project, Russian Federation on Landlord. (c) Landlord shall be limited reply to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Termination Offer within 15 (fifteen) days. Landlord shall state in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury such reply whether it accepts or inconvenience to or interference with rejects Tenant’s business, any loss of occupancy or quiet enjoyment Termination Offer. If Landlord refuses to terminate this Lease on the terms and conditions of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. LandlordTermination Offer, or if Landlord no termination agreement is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable signed (for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage reason) by the Parties within 15 (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after fifteen) days from the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received receipt by Landlord which are not controlled by any Mortgagee or other lender. of the Termination Offer then Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) shall have the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codethrough arbitration procedure in accordance with effective legislation.

Tenant’s Remedies. Notwithstanding any other provision (a) Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event be less than fifteen (15) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord’s obligation is such that more than fifteen (15) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said fifteen (15)-day period and thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the holder of any such ground lease, deed of trust or mortgage shall have an additional period of time as described in Section 9.26 below. The liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s the actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord and its present or future partners or members in the BuildingsBuilding, and Xxxxxx agrees to look solely to Xxxxxxxx’s interest in the Building for satisfaction of any liability and shall not look to other assets of Landlord nor seek any recourse against the assets of the individual partners, members, directors, officers, shareholders, agents or employees of Landlord, including without limitation, any property management or asset management company of Landlord (collectively, the “Landlord Parties”). Tenant hereby waives It is the parties’ intention that Landlord and the Landlord Parties shall not in any claim for damages event or circumstance be personally liable, in any manner whatsoever, for any disturbance, loss of business, nuisancejudgment or deficiency hereunder or with respect to this Lease. Landlord shall not be liable for any loss, injury or inconvenience to damage arising from any act or interference with Tenant’s business, omission of any loss of occupancy other tenant or quiet enjoyment occupant of the PremisesBuilding, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event nor shall Landlord be liable under any circumstances for damage or inconvenience to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any loss of income or profit therefrom or for other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.consequential

Tenant’s Remedies. Notwithstanding any other provision Tenant shall have the following rights and remedies with respect to the acquisition of this Leasethe Land and the performance of the Base Building Work by Landlord: (a) In the event Landlord does not deliver to Tenant on or before May 4, if any default hereunder 1998 a binding and enforceable commitment to provide construction financing sufficient to complete the Base Building Work and fund the costs to be paid by Landlord is not cured within the applicable cure period provided pursuant to Section 3.6 of Exhibit D in Paragraph 20(c) form, substance and amounts reasonably acceptable to Tenant (including without further leasing requirements, commitment for permanent financing, or any other applicable cure period provided in conditions other than routine disbursement conditions) then, whether or not this Lease may be terminated pursuant to clause (including b) below, Landlord shall reimburse Tenant, for any Mortgagee’s additional cure and all Landlord Delay Costs incurred by Tenant from time to time in connection with or resulting from such failure, or from any election by Tenant to terminate this Lease as a result of such failure, within twenty (20) days after demand made by Tenant from time to time, which demand shall describe in reasonable detail the Landlord Delay Costs for which reimbursement is being sought. In the event Landlord shall fail to so reimburse Tenant within such twenty (20) day period), Tenant’s exclusive remedies shall be Tenant thereafter from time to time may draw upon the Five Million Dollar ($5,000,000) letter of credit issued by U.S. Bank National Association in favor of Tenant (a copy of which is attached hereto as Exhibit I) to obtain reimbursement of the Landlord Delay Costs so demanded which remain unpaid, regardless of any dispute with respect thereto. Tenant also may draw the entire amount of such letter of credit if at least thirty (30) days prior to the expiration date thereof, Lender has not either (i) an action extended such letter of credit for specific performancea period of at least one (1) year from the then-current expiration date, or (ii) Lender or another issuer acceptable to Tenant in its sole discretion has not issued to Tenant a replacement letter of credit with an expiration date of at least one (1) year from the expiration date of the then-current letter of credit and otherwise acceptable to Tenant. Upon delivery to Tenant, on or before June 15, 1998, of the commitment described above, Tenant shall thereafter take no action which would result in additional Landlord Delay Costs solely relating to the failure to deliver such commitment by May 4, 1998; and upon reimbursement by Landlord of (or by drawing upon such letter of credit for) any Landlord Delay Costs for actual which Landlord is responsible pursuant to this clause (a), Tenant shall deliver such letter of credit to Landlord, together with such acknowledgment of its cancellation as Landlord shall reasonably request. (b) Without limitation to clause (a) above, in the event that Landlord does not deliver to Tenant on or before June 15, 1998 the commitment described in clause (a) above, then Tenant may terminate this Lease by giving notice to Landlord at any time on or before July 15, 1998. (c) In the event that Landlord fails for any reason (including Unavoidable Delay) to complete demolition of all existing improvements on the Land on or before September 1, 1998, then Tenant may terminate this Lease by giving written notice to Landlord at any time on or after such date and before such demolition is completed. (d) In the event that Landlord fails for any reason (including Unavoidable Delay) to commence construction of the Base Building Work as required by Section 2.4.1 of Exhibit D on or before October 1, 1998, then Tenant may terminate this Lease by giving written notice to Landlord at any time on or after such date and before such construction commences. For purposes hereof, construction shall be deemed to have commenced only when demolition of all existing improvements on the Land has been completed, and the Building footing and foundation work has begun. (e) In the event that any item of Landlord Delay equals or exceeds one (1) year in length, then Tenant may terminate this Lease by giving notice to Landlord at any time after such date and before the applicable items of the Base Building Construction Schedule are completed. (f) Without limitation to clause (e) above, in the event that the Base Building Completion Date does not occur on or before the date which is the first (1st) anniversary of the date specified therefor in the Base Building Construction Schedule for any reason (including Unavoidable Delays), plus the number of days in which such Base Building Completion Date is not achieved solely as a result of Tenant Delay, then Tenant may terminate this Lease by giving notice to Landlord at any time after such date and before the Base Building Completion Date. (g) Landlord shall indemnify Tenant against, and shall pay to Tenant, in cash, within twenty (20) days after demand made by Tenant from time to time, all Landlord Delay Costs incurred by Tenant from time to time as a result of or in connection with any Landlord Delay, which demand shall describe in reasonable detail the Landlord Delay Costs for which reimbursement is being sought; provided, however, Tenant must make any such demand on or before the third anniversary of the Rent Commencement Date, or, in the event Tenant terminates this Lease pursuant to this Section 5.1.2, the third anniversary of such termination. No termination of, or election not to terminate, this Lease pursuant to any of the provisions of this Section 5.1.2 shall release Landlord from its obligations to pay to Tenant pursuant to this clause (g) all Landlord Delay Costs suffered, sustained, incurred or paid by Tenant as a result of or in connection with the Landlord Delay associated with the event giving rise to such termination. Although Tenant in its discretion may incur Landlord Delay Costs in anticipation that a Landlord Delay may occur (in addition to upon or following the occurrence thereof), Landlord shall not be obligated to reimburse Tenant pursuant to this clause (g) for such Landlord Delay Costs unless such Landlord Delay shall actually occur. (h) Landlord acknowledges that in the event Landlord shall fail to achieve any Delivery Date provided in the Base Building Construction Schedule, Tenant would suffer considerable business interruptions, losses and damages, in addition to Landlord Delay Costs, which would be extremely difficult, if not impossible to measure. Notwithstanding Accordingly, in addition to the Landlord Delay Costs which are reimbursable under clause (g) above, Landlord shall pay to Tenant in cash, and without notice or demand by Tenant, for each day of Landlord Delay in meeting any Delivery Date on the Base Building Construction Schedule, as liquidated damages for damages other than those included in Landlord Delay Costs (and not as a penalty) for such delay, the sum of Ten Thousand Dollars ($10,000) per day for each missed Delivery Date on a cumulative basis (i.e., each Delivery Date shall continue to accrue the per diem amount until the occurrence of such Delivery Date, notwithstanding that the per diem amount continues or ceases to accrue for any other provision prior or subsequent Delivery Date). (i) Without limitation to the foregoing or any other guaranty or agreement in favor of or benefiting Tenant, Landlord’s construction obligations under this Lease and payment of all Landlord Delay Costs and liquidated damages described in clauses (g) and (h) above, respectively, have been jointly and severally guaranteed by Xxxx Properties, Inc. and Xxxx Companies U.S., Inc. pursuant to a Completion Guaranty of even date herewith by such parties to and for the benefit of Tenant. (j) Each right or remedy conferred upon the Tenant under this Section 5.1.2 and under such letter of credit, Completion, Guaranty and any other guaranty, security or other financial or performance assurances, shall be cumulative and shall be in addition to every other right or remedy, express or implied, now or hereafter arising, available to Tenant, at law, in equity, or under any other contract or agreement, and each and every right and remedy herein set forth or otherwise so existing may be exercised from time to time as often and in such order as may be deemed expedient by the Tenant and shall not be a waiver of the right to exercise at any time thereafter any other right or remedy. No delay or omission by the Tenant in the exercise of any right or remedy arising under this Section 5.1.2 (subject to the time limitations in clause (g) above) or under such letter of credit, Completion Guaranty or other guaranty, security or other financial or performance assurances, or arising otherwise, shall impair any such right or remedy or the right of Tenant to resort thereto at a later date or be construed to be a waiver of any such right, power or remedy or as an election of remedies. In the event Tenant shall have proceeded to invoke any right or remedy permitted under this Section 5.1.2 or under such letter of credit, Completion Guaranty or other guaranty, security or other financial or performance assurances, and shall thereafter elect to discontinue or abandon the same for any reason and to resort to any other right or remedy, Tenant shall have the unqualified right to do so. No termination of this LeaseLease by Tenant pursuant to this Section 5.1.2 shall be deemed to be an election of remedies by Tenant, shall limit any other right, power or remedy, express or implied, now or hereafter arising, available to Tenant, at law, in equity, or under any other contract or agreement, or shall operate to release Landlord from its obligation to pay all Landlord Delay Costs suffered, sustained, incurred or paid by Tenant as a result of or in connection with the liability of Landlord Delay giving rise to any such termination or the election by Tenant for any breach or default by Landlord under the terms of to terminate this Lease, or for from any other matter related damages which may be available to this Lease Tenant at law, in equity or to under any other contract or agreement, whether the Premises Landlord Delay Costs or Projectother damages suffered, shall be limited to Tenant’s actual directsustained, but not consequentialincurred or paid by Tenant before, damages thereforon or after such termination, and any judgment against Landlord in connection therewith shall be recoverable only from the interest all of which obligations of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for survive any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codetermination.

Tenant’s Remedies. Notwithstanding any other provision If a Landlord Event of this LeaseDefault exists and provided no Tenant Event of Defaults is then existing, if any default hereunder Tenant shall have the right to all remedies provided by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) law and equity or any other applicable cure period provided elsewhere in this Lease (Agreement, including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for the right to injunctive relief or specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform any obligations of Landlord on Landlord’s obligations's behalf (but only in the event that the cost to remedy such Landlord Event of Default will be less than or equal to $10,000), or in which case Landlord shall reimburse Tenant for any and all of Tenant's reasonable costs incurred in connection therewith within 30 days of Landlord's receipt of an invoice therefor (Botherwise Tenant shall be entitle to offset Base Rent in satisfaction of the same) and the right to terminate the Lease Agreement. Notwithstanding the foregoing, Tenant shall not be entitled to exercise termination of the Lease Agreement as a remedy for any Landlord Event of Default unless (a) such default materially impairs Tenant's normal business operations in the Leased Premises, (b) Tenant gives Landlord a final notice indicating Tenant's intention to terminate the Lease Agreement and an additional ten (10) days in which to cure such default and (c) no Tenant Event of Default then exists. This Section 19 is in addition to, and does not limit Tenant's remedies as specified elsewhere in this Lease or withhold Rent on account Agreement. In the event that Tenant takes such steps as may be necessary to cure a Landlord Event of any Default, Tenant shall be entitled to recover from Landlord defaultat the election of Tenant, includingall amounts expended by Tenant for such cure, without limitation, Sections 1932(1), 1941 together with reasonable attorneys' fees and 1942 interest at the rate of ten percent (10%) per annum thereon from the California Civil Codedate expended by Tenant until the date paid. Tenant's rights and remedies contained herein (unless otherwise specifically limited) shall be cumulative and not exclusive.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if If any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c19(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s 's additional cure period), Tenant’s 's exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord Tenant shall look solely to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to Landlord's interest in the Premises or Project, shall be limited to Tenant’s actual direct(including, but not consequentiallimited to, damages therefor, and net proceeds obtained by Landlord from any judgment against Landlord in connection therewith shall be recoverable only from the interest sale of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment portion of the Premises, and ) for the recovery of any other loss arising judgment from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment judgement and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment judgement giving rise to such lien. Landlord’s 's interest in the Buildings Premises shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s 's obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Code.

Tenant’s Remedies. Notwithstanding any other provision of this LeaseIf a Landlord Default occurs, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period)Tenant may, Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives without waiving any claim for damages for breach of agreement or any disturbanceother rights or remedies it may have under this Lease at law, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, at any loss of occupancy or quiet enjoyment time thereafter do any of the Premisesfollowing: (a) Cure the Landlord Default for the account of Landlord, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 amount paid or otherwise with respect to any act, omission contractual liability incurred by Tenant in so doing shall be deemed paid or breach incurred for the account of Landlord. Without limiting , and Landlord shall reimburse such amount (plus interest accruing at the preceding sentence, in no event shall Landlord be liable lesser of the annual rate of twelve percent (12%) or the maximum rate permitted by law until paid) to Tenant on demand. If Landlord fails to reimburse Tenant on demand for any consequential damagessum it otherwise owes Tenant under this Lease, includingthe amount may be deducted by Tenant from the next or any succeeding payments of Base Rent. If Tenant wrongly invokes this right, without limitationLandlord's sole relief shall be the payment by Tenant of all installments of rent withheld by it, any losses arising plus interest at the annual rate of twelve percent (12%) or the maximum rate permitted by law accruing from any interruption the date the withheld rent was due. (b) Xxxxx Rent for the portion(s) of the Premises rendered unusable for Tenant’s business's purposes. (c) Terminate this Lease if Tenant's use and occupancy of the Premises or a material portion thereof are interfered with, prevented or made dangerous. (d) If the obligations of Landlord under this Lease are not performed during the pendency of a bankruptcy or insolvency proceeding involving Landlord as the debtor, or for lost profits, or for charges or expenses which continue but would have been earned if following the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy rejection of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded this Lease in the official records accordance with Section 365 of the county United States Bankruptcy Code and the election of Tenant to remain in which the Project is located after the date possession of the judgment giving rise Premises in a bankruptcy or insolvency proceeding involving Landlord as the debtor, then notwithstanding any provision of this Lease to such lien. Landlord’s interest in the Buildings contrary, Tenant shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) have the right to perform set off against Rent next due and owing under this Lease (i) any and all damages that it demonstrates to the Bankruptcy Court were caused by nonperformance of Landlord’s obligations's obligations under this Lease by Landlord, debtor-in-possession, or the bankruptcy trustee, and (Bii) any and all damages caused by the right to terminate nonperformance of Landlord's obligations under this Lease or withhold Rent on account following any rejection of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 this Lease in accordance with Section 365 of the California Civil United States Bankruptcy Code.

Tenant’s Remedies. Notwithstanding any other provision of If Landlord is in default under this Lease, if Tenant may pursue any default hereunder by Landlord is not cured within one or more of the applicable cure period following remedies, separately or concurrently or in any combination, without any notice (except as specifically provided in Paragraph 20(cherein) or demand whatsoever and without prejudice to any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period)remedy which it may have, Tenant’s exclusive remedies shall be (i) bring an action for (either through judicial action or through Arbitration as set forth in Section 43) against Landlord to recover from Landlord all damages suffered, incurred or sustained by Tenant (including, without limitation, court costs and reasonable attorneys’ fees actually incurred) as a result of, by reason of or in connection with such default, and/or to obtain specific performanceperformance of Landlord’s obligations under this Lease, or (ii) an after reasonable notice take whatever action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord is obligated to Tenant for any breach or default by Landlord do under the terms of this Lease, or Lease in which event Landlord shall reimburse Tenant on demand for any other matter related to this Lease or to expenses, including without limitation, reasonable attorneys’ fees actually incurred, which Tenant may incur in taking such action. In the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any event that Tenant obtains the entry of a judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury either following Arbitration pursuant to Section 43 or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premisesjudicial action, and any other loss arising from Landlord’s entry and acts pursuant in such event Landlord fails to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce pay such judgment and any levy within thirty (30) days following the date of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part entry of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution together with interest thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after from the date of the judgment giving rise to such lien. Landlord’s interest in at the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Default Rate: (i) Tenant hereby waives the benefit may within a period of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to 30 days thereafter terminate this Lease by giving Landlord written notice of such termination, in which event this Lease shall be terminated at the time designated by Tenant in its notice of termination to Landlord; or withhold (ii) Tenant may set off against and deduct from the Annual Rent, Additional Rent on account or other amounts due under this Lease the amount of any damages suffered, incurred or sustained by Tenant as a result of, by reason of or in connection with such default. Tenant agrees that if it shall commence any action against Landlord defaultdescribed in this Section 19.2, including, without limitation, Sections 1932(1), 1941 and 1942 it shall simultaneously provide a copy of its complaint in such action to any mortgagee holding a mortgage on the California Civil CodePremises of whom Tenant shall have received notice of such mortgage.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if If any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period Section 21(c), except as otherwise provided in this Lease (including any Mortgagee’s additional cure period)herein, Tenant’s exclusive remedies shall be (i) an action for specific performance, performance or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (Ai) the right to perform Landlord’s obligationsobligation, or (B) the right to terminate this Lease or withhold Base Rent, Additional Charges or Additional Rent on account of any Landlord default. Tenant shall look solely to Landlord’s interest in the Project for the recovery of any judgment from Landlord. Landlord, includingor if Landlord is a partnership, without limitationits partners whether general or limited, Sections 1932(1)or if Landlord is a limited liability company, 1941 its managers and 1942 members, or if Landlord is a corporation, its directors, officers or shareholders, shall never be personally liable for any such judgment. Landlord’s interest in the Project shall include rental income, any proceeds received by Landlord upon any sale, exchange or conveyance of all or any interest in the California Civil CodeProject, any insurance proceeds received by Landlord to the extent that such proceeds are available to Landlord, any condemnation awards paid to Landlord, any payments by Tenant for Real Estate Taxes and Expenses which were not applied to the payment of said Real Estate Taxes and Expenses, and any rights of indemnity owed to Landlord by any insurance company. In no event shall the proceeds available to Tenant include the proceeds of any loan or other borrowing. The provisions of this Section 21(d) shall not apply to Landlord’s obligation to fund the Tenant Allowance pursuant to the Work Letter.

Tenant’s Remedies. Tenant shall look solely to Landlord's interest in the Building for recovery of any judgment from Landlord. Notwithstanding any other provision the foregoing, in the event Landlord intends (whether or not voluntarily) to transfer its interest in the Building, Landlord shall notify Tenant of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease such intended transfer (including any Mortgagee’s additional cure period"Landlord's Transfer Notice"), Tenant’s exclusive remedies shall be exercising reasonable efforts to do so on the date which is thirty (i30) an action for specific performancedays prior to the date of closing, or but in any event no later than the date of closing. With respect to any claim which Tenant knows it may then have against Landlord which is set forth in a notice given to Landlord within thirty (ii30) an action for actual damages. Notwithstanding any other provision days of this LeaseLandlord's Transfer Notice (the "Initial Claim Period"), or, with respect to claims Tenant becomes aware of after the date Landlord's Transfer Notice is given and which are set forth in a notice given to Landlord during the period from the date upon which Landlord's Transfer Notice is given to the date of closing (the "Extra Claim Period"), Landlord's liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, such claim shall not be limited to Tenant’s actual directLandlord's interest in the Building, but not consequential, damages therefor, and any judgment against Landlord may also be satisfied out of the proceeds of such transfer net of all reasonable costs incurred in connection therewith with such transfer (but not out of any other assets of Landlord). In the event Tenant fails to give such notice to Landlord within said Initial Claim Period or Extra Claim Period, as the case may be, Tenant shall be recoverable only from deemed to have waived the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise rights granted with respect to such claims under this Section 4.12. in the event of any acttransfer by Landlord of its interest in the Building to an affiliate with the intent to hinder, omission delay or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable defraud Tenant with respect to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, such claim, costthen notwithstanding such transfer and the provisions of Section 8.03 to the contrary, expense or damage which would Tenant shall be covered by a standard policy entitled to look to the Building for recovery of business interruption insurancesuch claim irrespective of the fact that Landlord shall have no further interest therein. Landlord, or its agents, employees, and, if Landlord is a partnership partnership, its partners partners, whether general or limited, or if Landlord is a corporation corporation, its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodeMortgage.

Tenant’s Remedies. Notwithstanding (i) If Landlord shall fail to perform any other act or acts required of Landlord by this Lease which results in the cessation of HVAC, sewer, water, electricity or elevator service to the Premises (provided that (a) the provision of such services are within Landlord’s reasonable control, and (b) the cessation of such service materially impairs Tenant’s ability to conduct business from the Premises), and if such failure continues for fifteen (15) days after receipt of notice from Tenant (or, if such default cannot reasonably be cured within fifteen (15) days, Landlord fails to commence to cure the same within fifteen (15) days of notice and diligently proceed to cure such default) Tenant may, upon not less than five (5) business days' notice to Landlord (such notice being the second notice to Landlord of such failure) that Tenant elects to proceed under this Section 16(b), take such commercially reasonable steps as are required to cure such default. (ii) Any work performed by or on behalf of Tenant shall be performed in good and workmanlike manner and compliance with all laws and this Lease. In addition, Tenant shall reasonably cooperate with Landlord in enforcing any warranties obtained by Tenant in connection with such work at Landlord's sole cost and expense. If the obligation to be performed by Tenant will affect the Building’s heating, venting, air conditioning, life safety, electrical, plumbing, or sprinkler systems, Tenant shall use only those contractors used by Landlord in the Building for work on such systems. All other contractors shall be subject to Landlord’s reasonable approval and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within 48 hours of receipt of the second notice from Tenant referenced above. If a proposed contractor is duly licensed, bonded, is able to satisfy Landlord’s vendor insurance requirements, then (a) Landlord agrees not to withhold its approval of the proposed contractor, and (b) if Landlord fails to respond to a request for approval of such contractor within the 48-hour time period referenced in the preceding sentence, then Landlord shall be deemed to have approved such contractor. (iii) Provided that such repairs are completed in a good and workmanlike manner, Landlord shall reimburse Tenant for its actual, out-of-pocket costs therefor within 30 days after delivery to Landlord of a reasonably detailed invoice and, if requested by Landlord, receipts, bills paid affidavits, and appropriate releases of liens. If Landlord fails to pay to Tenant any amounts owing pursuant to the preceding sentence, then Tenant shall deliver to Landlord a second demand for payment that shall include a phrase substantially similar to the following, in bold all caps language (an “Offset Exercise Notice”): “FAILURE TO EITHER ISSUE AN OFFSET DISPUTE NOTICE OR PAY SUCH AMOUNTS WITHIN FIVE BUSINESS DAYS FOLLOWING THIS NOTICE WILL RESULT IN TENANT’S ABILITY TO OFFSET THE DEMANDED SUMS FROM UPCOMING RENT OBLIGATIONS.” If Landlord fails to respond timely to an Offset Exercise Notice, Tenant may elect to offset such amounts against twenty-five percent (25%) of the next due installment of Rent and, to the extent necessary to fully satisfy such amount, twenty-five percent (25%) of the next subsequent installments of Rent. In addition, if the remaining Term is insufficient to allow Tenant to recover any amounts owing Tenant pursuant to this Section 16(b), Tenant may elect to extend the Term for the period of time necessary to allow Tenant recover in full any such amounts owing to Tenant. Notwithstanding the foregoing, in the event that Landlord believes that Tenant is not entitled to exercise the offset rights described in an Offset Exercise Notice, Landlord shall have the right to notify Tenant (not later than five (5) business days following the Offset Exercise Notice) that Landlord has elected to dispute such exercise by Tenant of its offset rights hereunder (an “Offset Dispute Notice”) (which Offset Dispute Notice shall describe, with reasonable specificity, the reason(s) that Landlord believes that Tenant is not entitled to exercise such offset), in which event Tenant shall not offset the amount in question, except to the extent that the dispute shall thereafter be resolved in Tenant's favor, as provided below. In the event that Landlord timely delivers an Offset Dispute Notice to Tenant as provided above, then Tenant shall have the right to submit the dispute to arbitration as follows: (1) Tenant must notify Landlord of its election to submit the dispute to arbitration by delivering written notice of such election within thirty (30) days following the Offset Dispute Notice. Within seven (7) days after such election by Tenant, Landlord and Tenant shall select a mutually acceptable arbitrator (the “Qualified Arbitrator”), who shall be an expert in the subject matter of such dispute. If the parties fail to agree on the selection of a Qualified Arbitrator within such 7-day period, then, within a second period of seven (7) days, each party shall select a Qualified Arbitrator, and within a third period of seven (7) days thereafter, the two appointed Qualified Arbitrators shall select a third Qualified Arbitrator and the third Qualified Arbitrator shall be the arbitrator and shall resolve the subject dispute. If one party shall fail to make such selection within said third 7-day period, then the Qualified Arbitrator chosen by the other party shall be the sole arbitrator. If the two appointed Qualified Arbitrators shall fail to select a third Qualified Arbitrator, then the third Qualified Arbitrator shall be selected by the Director of the Dallas Chapter of the American Arbitration Association (or comparable organization, if the Dallas Chapter of the American Arbitration Association does not then exist). (2) Once the Qualified Arbitrator has been selected as provided above, each of Landlord and Tenant, if it so elects, shall present written evidence and materials to such Qualified Arbitrator within ten (10) business days following the engagement of the Qualified Arbitrator, and, as soon thereafter as practicable, but in any case within twenty (20) business days after such engagement, the Qualified Arbitrator shall deliver its resolution of the dispute in question. Any such decision shall include, if applicable, an express determination of the prevailing party in such dispute. Such decision of the Qualified Arbitrator shall be submitted in writing to, and be final and binding on, each of Landlord and Tenant. If the Qualified Arbitrator believes that expert advice would materially assist him or her, (s)he may retain one or more qualified persons, including, but not limited to, legal counsel, contractors, architects, or engineers, to provide such expert advice. All costs and expenses pertaining to any such arbitration shall be allocated and paid as follows: (a) the non-prevailing party in the arbitration (as determined by the Qualified Arbitrator) shall pay the costs of the Qualified Arbitrator and of any experts retained by the Qualified Arbitrator, (b) any fees of any counsel or expert engaged directly by Landlord or Tenant and the fees of any appointed Qualified Arbitrator engaged to select a third Qualified Arbitrator, however, shall be borne by the party obtaining such counsel, expert, or arbitrator, and (c) if a compromise of any such dispute is reached between the parties, the cost of the arbitration shall be equally divided between the parties. Additionally, in the event that, pursuant to such arbitration procedure: (1) it is determined that Tenant is entitled to offset all or any portion of the amount set forth in the Offset Exercise Notice, then Tenant shall have the right to offset such amount against twenty-five percent (25%) of the next installment(s) of Rent coming due under this Lease, and Landlord shall have no further defense with respect to such offset; or (2) it is determined that Tenant is not entitled to offset any portion of the amount set forth in the Offset Exercise Notice, then Tenant shall not make any offset of such amount against the payment of Rent, and Tenant shall have no further claims with respect to costs incurred pursuant to this Section 16(b) (including costs to cure the cited services failure, counsel fees, and arbitration costs). Notwithstanding anything to the contrary in this Lease, if any default Tenant elects to submit a claim hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period to arbitration as provided in this Lease (including any Mortgagee’s additional cure periodSection 16(b), such election shall be Tenant’s sole and exclusive remedies shall be remedy for the failures cited in the Offset Exercise Notice, and Tenant waives any claims at law or in equity against Landlord related to the matters set forth in the Offset Exercise Notice. (iiv) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Any amounts owing by Landlord to Tenant for any breach or default under this Section 16(b) shall include interest on such amounts at the Default Rate from the date incurred by Tenant until such amounts are paid by Landlord under the terms of this Lease, either by payment or for any other matter related to this Lease or by offset pursuant to the Premises or Project, shall be limited to procedures set forth in this Section 16(b). (v) Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith rights under this Section 16(b) shall be recoverable only from the interest of Landlord in the Buildings. automatically terminate if Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience fails to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment lease at least 70% of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach initial Total Premises Rentable Square Feet at the time of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codeexecution.

Tenant’s Remedies. Tenant shall look solely to Landlord’s interest in the Building for recovery of any judgment from Landlord. Notwithstanding any other provision the foregoing, in the event Landlord intends (whether or not voluntarily) to transfer its interest in the Building, Landlord shall notify Tenant of this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease such intended transfer (including any Mortgagee“Landlord’s additional cure periodTransfer Notice”), Tenantexercising reasonable efforts to do so on the date which is thirty (30) days prior to the date of closing, but in any event no later than the date of closing. With respect to any claim which Tenant knows it may then have against Landlord which is set forth in a notice given to Landlord within thirty (30) days of Landlord’s exclusive remedies shall be Transfer Notice (i) an action for specific performancethe “Initial Claim Period”), or or, with respect to claims Tenant becomes aware of after the date Landlord’s Transfer Notice is given and which are set forth in a notice given to Landlord during the period from the date upon which Landlord’s Transfer Notice is given to the date of closing (ii) an action for actual damages. Notwithstanding any other provision of this Leasethe “Extra Claim Period”), the Landlord’s liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, such claim shall not be limited to TenantLandlord’s actual directinterest in the Building, but not consequential, damages therefor, and any judgment against Landlord may also be satisfied out of the proceeds of such transfer net of all reasonable costs incurred in connection therewith with such transfer (but not out of any other assets of Landlord). In the event Tenant fails to give such notice to Landlord within said Initial Claim Period or Extra Claim Period, as the case may be, Tenant shall be recoverable only from deemed to have waived the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise rights granted with respect to such claims under this Section 4.12. in the event of any acttransfer by Landlord of its interest in the Building to an affiliate with the intent to hinder, omission delay or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable defraud Tenant with respect to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, such claim, costthen notwithstanding such transfer and the provisions of Section 8.03 to the contrary, expense or damage which would Tenant shall be covered by a standard policy entitled to look to the Building for recovery of business interruption insurancesuch claim irrespective of the fact that Landlord shall have no further interest therein. Landlord, or its agents, employees, and, if Landlord is a partnership partnership, its partners partners, whether general or limited, or if Landlord is a corporation corporation, its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil CodeMortgage.

Tenant’s Remedies. Notwithstanding (a) In the event Landlord shall neglect or fail to perform or observe any of the covenants, provisions or conditions contained in this Lease on its part to be performed or observed for thirty (30) days after written notice of default (or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to proceed diligently to cure such default after written notice thereof), then in that event Tenant may recover for any and all damages sustained by Tenant as a result of Landlord's breach; provided, however, it is expressly understood and agreed that any money judgment resulting from any default or other provision claim arising under this Lease shall be satisfied only out of the rents, profits and other income (called "Income" for purposes of this Section 34.01 only) actually received from the operation of the Shopping Center, and no other real, personal or mixed property of Landlord or any of its partners, shareholders, owners, members, officers, directors or agents, wherever situated, shall be subject to levy on any such judgment, that Landlord shall not have any personal liability whatsoever under this Lease, and that if the Income is insufficient for the payment of such judgment, Tenant will not institute any default hereunder by further action, suit, claim, or demand, in law or in equity, against Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period)of its partners, Tenant’s exclusive remedies shall be (i) an action shareholders, owners, members, officers, directors or agents for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision on the account of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildingssuch deficiency. Tenant hereby waives any claim for damages for right to any disturbancemoney judgment against Landlord except to the extent the same can be satisfied from the Income actually received by Landlord from the Shopping Center. (b) Notwithstanding anything herein contained to the contrary, loss of businessTenant hereby waives, nuisance, injury or inconvenience to or interference with Tenant’s businessthe extent waivable under law, any loss right to specific performance or injunctive relief in the event of occupancy or quiet enjoyment of the PremisesLandxxxx'x xefault referred to herein, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting Tenaxx xxxressly agrees that except as provided in the preceding immediately following sentence, Tenaxx'x xemedy shall be limited to the monetary damages recoverable upon the terms and conditions set forth in this Section 34.01. Notwithstanding the foregoing, in the event of failure by Landlord to give any consent, as provided in Section 31.01, Tenant shall be entitled to specific performance at law, but in no event shall Landlord be liable responsible in monetary damages for failure to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, give such consent unless said consent is withheld maliciously or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codebad faith.

Tenant’s Remedies. Notwithstanding In the event Landlord defaults in the performance of any other provision of its obligations to Tenant hereunder, or breaches any warranty or representation, express or implied, to Tenant in connection with this Lease or the Premises, Tenant shall have no right of set-off against payments due to Landlord hereunder and shall have no right to terminate this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period)and Tenant hereby waives such remedies, and Tenant’s exclusive remedies sole remedy shall be (i) an action to bring suit against Landlord for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, It is expressly agreed that the liability obligations of Landlord hereunder are independent of Tenant’s obligations. Landlord shall have no personal liability to Tenant for any such default or breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages thereforLandlord, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in have no event shall Landlord be liable personal liability to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, such default or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered breach by a standard policy of business interruption insurance. Landlord, or and Tenant specifically agrees to look solely to Landlord’s interest in the Premises for payment of any damages suffered by Tenant. Notwithstanding the foregoing, if Landlord is fails to perform any of its obligations under this Lease and Tenant recovers a partnership its partners whether general or limitedInitial: money judgment against Landlord, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never such judgment may be personally liable for any such judgment. Any lien obtained to enforce satisfied out of (i) the proceeds produced upon execution of such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded against Landlord’s interest in the official records of Premises and the county land situated thereunder, (ii) the rents or other income from the Premises receivable by Landlord, and (iii) the consideration received or receivable by Landlord from any sale or other disposition (including a condemnation or conveyance in which the Project is located lieu thereof), after the date of the judgment giving default or breach that gave rise to such lien. judgment, of all or any part of Landlord’s interest interests in the Buildings Premises. The foregoing provisions shall include not relieve Landlord from the performance of any insurance proceeds received of Landlord’s obligations under this Lease, but shall only limit Landlord’s liability in the case of recovery of a judgment against it, nor shall the foregoing provisions limit or otherwise affect Tenant’s right to obtain injunctive relief or specific performance or avail itself of any other right or remedy that this Lease or the law may accord Tenant. Pending resolution of any controversy hereunder (as evidenced by a final, nonappealable order issued by a court of competent jurisdiction), Tenant shall continue to pay to Landlord all sums which are not controlled by any Mortgagee and become due to Landlord hereunder, without deduction or other lenderset-off. Tenant hereby expressly waives and disclaims any lien or claim which Tenant has or may have in and to any property belonging to the benefit Landlord or on the Rent due to the Landlord under this Lease. If Landlord shall fail to perform any of the terms, provisions, covenants or conditions to be performed by it pursuant to this Lease, and any Laws granting such failure shall, if it relates to a matter which is not of an emergency nature, remain uncured for a period of thirty (A30) days after Tenant shall have given Landlord notice of such failure (or such longer period of time as is necessary to effect the cure provided Landlord commences the cure within said thirty (30) day period and proceeds diligently thereafter), or if in Tenant’s judgment such failure relates to a matter which is of an emergency nature, then Tenant shall have the right to perform any such term, provision, covenant or condition and the full amount of the reasonable cost and expenses entailed, shall be owing by Landlord to Tenant within thirty (30) days following Landlord’s obligationsreceipt of Tenant’s request for payment, or supported by invoices and paid receipts, but in no event (Bexcept as expressly provided in this paragraph 32) shall Tenant have the right to terminate this Lease or withhold Rent on account of deduct any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 portion of the California Civil Codeamount thereof from any Rent then due or thereafter coming due hereunder.

Tenant’s Remedies. Notwithstanding any other provision of this Lease, if any Landlord shall not be in default hereunder by unless Landlord is not cured within the applicable fails to cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or a default by Landlord of its obligations under the terms this Lease within sixty (60) days after its receipt of this Leasenotice thereof from Tenant, or for any other matter related if such default is not capable of being cured within said sixty (60) day period, Landlord has failed to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, commence such cure and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildingsdiligently pursue such cure until completion. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in In no event shall Landlord be liable to Tenant for any consequential damages. Tenant shall not sue, seek any remedy or enforce any right against Landlord until (a) Tenant gives written notice to all Senior Parties as required by Section 14.7 below, and (b) a reasonable time for such Senior Party, at its option, to remedy the act or omission has elapsed following the giving of notice by Tenant to Senior Party required hereunder, including, without limitation, time to obtain possession from Landlord by power of sale or judicial foreclosure, it being agreed that the Senior Party shall have no obligation to Tenant to cure or remedy any losses arising act or omission of Landlord. Tenant shall look solely to Xxxxxxxx’s interest in the Building (including without limitation the rents, issues and profits therefrom and all insurance proceeds paid to Landlord in connection therewith) for recovery of any judgment from any interruption of Tenant’s business, Landlord whether from a breach hereof or for lost profits, from a right created by statute or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insuranceat common law. Landlord, or if Landlord is a partnership its partners whether general or limited, or if and Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, Parties shall never not be personally liable for any such judgment. Tenant agrees that no other property or assets of Landlord or any partner or member of Landlord shall be subject to levy, execution or other enforcement procedures for satisfaction of any such judgment or decree; no partner or member of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction over Landlord); no service of process shall be made against any partner or member of Landlord (except as may be necessary to secure jurisdiction over Landlord); no judgment shall be taken against partner or member of Landlord; no writ of execution shall ever be levied against the assets of any partner or member of Landlord; and these covenants, limitations and agreements are enforceable both by Xxxxxxxx and by any partner or member of Landlord. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage Senior Instrument. If Landlord fails to perform any its repair and maintenance obligations under this Lease and (excluding i) written notice of such failure is given to Landlord by Tenant, (ii) such failure persists for a period of ten (10) consecutive Business Days beyond the date of said written notice from Tenant, (iii) such failure renders the Premises or any Mortgage which was created as part material portion thereof untenantable or unfit for Tenant’s use and Tenant ceases to use the Premises or the affected portion thereof, and (iv) Landlord is not diligently pursuing a cure of an effort such failure; then Tenant may provide a second notice to defraud creditorsLandlord (and all Senior Parties to the extent required by Section 14.7 below) stating that if such failure is not cured within ten (10) Business Days thereafter, i.e.Tenant intends to commence cure and specifying the steps that Tenant will take to effect such repairs or maintenance. If Landlord has not commenced or is not diligently pursuing a cure within ten (10) Business Days after receipt of such second notice, Tenant may take the steps outlined in its notice to Landlord using qualified contractors. Notwithstanding the foregoing, Tenant shall not be permitted access to any equipment or facilities that serve other tenants’ premises in the Project. Tenant shall be solely responsible for any loss or damage arising from its efforts to cure the interruption. Landlord shall reimburse Tenant for the reasonable costs and expenses incurred in taking such actions within thirty (30) Business Days of written demand from Tenant. If Landlord fails to so reimburse Tenant, and Tenant obtains a fraudulent conveyance)judgment or arbitration award against Landlord for its reasonable costs and expenses incurred in taking such actions, Tenant shall have the right to offset the amount of such judgment or award against Base Rent next due under this Lease; provided, however that Tenant may not offset more than five thousand ($5,000) against Base Rent due in any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in one (1) month although Tenant may continue the official records of the county in which the Project is located after the date of the judgment giving rise offset up to such lien. Landlord’s interest in maximum monthly amount until Tenant has recovered the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee full amount due to Tenant under such award or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codejudgment.

Tenant’s Remedies. Notwithstanding any other provision Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event, be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord's obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)- day period and thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability holder of Landlord any such ground lease, deed of trust or mortgage shall have an additional thirty (30) days to Tenant for any breach or cure such default; provided that if such default by Landlord cannot reasonably be cured within that thirty (30) day period, then such holder shall have such additional time to cure the default as is reasonably necessary under the terms of this Lease, or for any other matter related circumstances. Tenant shall look solely to this Lease or to Xxxxxxxx's interest in the Premises or Project, shall be limited to Tenant’s actual directinsurance proceeds, but not consequential, damages therefor, condemnation awards and the proceeds thereof for recovery of any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 . Neither Landlord nor any of its trustees, directors, officers, agents, employees or otherwise with respect to any actrepresentatives (or, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership partnership, its partners partners, whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, ) shall never ever be personally liable for any such judgment. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage lien, deed of trust or mortgage to which was created Section 5.12 applies or may apply. Except as part of an effort to defraud creditorsotherwise specifically provided for in this Lease, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease or withhold withhold, reduce or offset any amount against any payments of Rent on account due and payable under this Lease by reason of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 a breach of the California Civil Codethis Lease by Landlord.

Tenant’s Remedies. Notwithstanding If any other provision warranty or representation contained in this Article shall prove to be false, or if any change in applicable law shall have a material, and substantially adverse effect on TENANT's right to conduct a business in the Leased Premises, or if LANDLORD'S failure to perform any of its obligations under this Lease or any of its obligations to any governmental authority having jurisdiction over the Leased Premises shall prevent or materially adversely affect TENANT'S use and enjoyment of the Leased Premises or rights under this Lease, if any default hereunder by Landlord is not cured within the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentencethen, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon case, TENANT shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease by written notice to LANDLORD sent at any time thereafter. TENANT's termination notice shall take effect on the sixtieth (60th) day after LANDLORD's receipt of the notice, unless the default or withhold Rent on account other condition justifying TENANT's termination has been cured or removed prior to that day, provided, however, that if LANDLORD shall have commenced any administrative and/or judicial proceeding during such sixty (60) day period, the objective of which is to contest any such change in law, or any order, decree, law or regulation preventing or affecting TENANT's use and enjoyment of the Leased Premises or the Common Facilities, as aforesaid, and if LANDLORD shall be diligently prosecuting any such proceedings in good faith, then said sixty (60) day period shall be extended through a final adjudication (not subject to further appeal) of any Landlord default, includingsuch proceedings. TENANT agrees to cooperate with LANDLORD and participate, without limitationcost to TENANT, Sections 1932(1), 1941 in all such aforementioned proceedings instituted by LANDLORD. The rent and 1942 other payments required of TENANT under this Lease for the sixty (60) day period (as such sixty (60) day period may be extended pursuant hereto) or the portion thereof ending with the date on which the default or condition shall be cured or removed) shall be abated in proportion to the extent of the California Civil Codeinjury to the business conducted in the Leased Premises at the beginning of the period, and LANDLORD shall refund all unearned rent and other charges paid in advance by TENANT.

Tenant’s Remedies. Notwithstanding (a) In the event Landlord shall default in the payment, when due, of any monetary obligations to be paid by Landlord hereunder and fails to cure said default within ten (10) days after written notice thereof from Tenant; or if Landlord shall default in performing any of the covenants, terms or provisions of this Lease (other provision than the payment, when due, of any of Landlord's monetary obligations hereunder) and fails to cure such default within thirty (30) days after written notice thereof from Tenant (or such longer period as may be reasonably necessary to cure such default if such default is not reasonably susceptible of being cured within such thirty (30) day period and Landlord commences its efforts promptly to cure the same and pursues such cure thereafter with due diligence and good faith); then, and in any of said events, Tenant, at its option may pursue any one or more of the following remedies without further notice or demand whatsoever: (i) In the event such default arises because of the failure by Landlord to pay to Tenant any allowance provided to Tenant pursuant to the Work Letter, Tenant shall be entitled to offset the amount owed by Landlord against Rent next accruing hereunder, and such sums shall bear interest at two percentage points in excess of the Prime Rate of Barnett Bank, N.A., from the date when due until paid. 33 (ii) In the event that such default relates to the failure to provide any service or perform any obligation required under this Lease, if any default hereunder then Tenant shall have the right, but not the obligation, to remedy Landlord's failure and charge Landlord for the reasonable cost of such remedy, which charges shall be payable by Landlord is not cured within ten (10) days of Tenant's demand therefor. If Landlord shall fail to pay same, Tenant shall have the applicable cure period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease right to deduct such costs (including any Mortgagee’s additional cure period)interest due hereunder) from Rent next accruing hereunder. Notwithstanding the foregoing provisions, Tenant’s exclusive remedies no work by Tenant shall materially interfere with the use or enjoyment of the Building by any other tenant or occupant or user of the Building. (iii) Tenant shall be entitled to exercise any other right or remedy available to Tenant at law or in equity. The remedies set forth above are in addition to and cumulative with any of the Tenant's rental abatement rights set forth in this Lease. Such rental abatement rights may be exercised independently of any rights or remedies set forth above. (b) If Landlord should dispute, in good faith, any claim by Tenant under subsection (a) above that Landlord has failed to perform an obligation under this Lease and if Landlord shall give Tenant written notice specifying in reasonable detail the basis for its dispute within ten (10) days after receipt of Tenant's notice of Landlord's failure, then Tenant shall deposit the disputed amounts Tenant from time to time deducts pursuant to subsection (a) above in an escrow account solely for such purpose with a national bank having offices in Jacksonville, Florida, and Tenant and Landlord shall proceed diligently to resolve any such dispute by arbitration conducted in accordance with Section 30.24 or in such other manner as may be acceptable to the parties. Landlord shall not be deemed to be in default as to such disputed items unless such dispute is determined adversely to Landlord. Similarly, Tenant shall not be deemed to be in default by reason of it exercising its rights under subsection (a) above with respect to the disputed amounts unless and until Tenant fails to make such payment into escrow or such dispute is determined adversely to Tenant and Tenant shall fail to direct the escrow agent to pay to Landlord the escrowed amounts, or so much thereof as shall be determined to be payable to Landlord, within ten (10) days of the resolution of such dispute. (c) In addition to and not in lieu of any cure rights given to Landlord herein in the event that Landlord defaults under this Lease, each and every mortgagee and ground lessor having an interest in the Property or Building shall have the right (but not the obligation) to cure any such defaults on the part of Landlord hereunder in accordance with and subject to the following terms and conditions: (i) an action for specific performance, The rights granted hereunder to a mortgagee or (ii) an action for actual damagesa ground lessor shall be given to any mortgagee or ground lessor of which Tenant has written notice prior to the occurrence of such default. Notwithstanding any other provision of this Lease, the liability of Landlord Such notice shall be given to Tenant for any breach or default by Landlord under the terms virtue of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right any subordination, non-disturbance and attornment agreement to perform Landlord’s obligationswhich Tenant is a party, or (B) any other written notice of such mortgagee or ground lessor given by Landlord to Tenant in accordance with the right notice provisions specified herein. Such notice by Landlord shall specify the name and address for such notice purposes of the mortgagee or ground lessor in question, and the instrument or document from which the interest of the mortgagee or ground lessor derives; (ii) Tenant shall deliver to terminate this Lease all such mortgagees or withhold Rent on account ground lessors a copy of any notice of default or demand to perform on the part of Landlord defaulthereunder at the time such notice or demand is delivered to Landlord, including, and no such notice shall be effective as to the mortgagee or ground lessor unless and until it has been so delivered to such mortgagee or ground lessor; (iii) The mortgagee or ground lessor in question shall have the same amount of time from the date of default that Landlord has (without limitation, Sections 1932(1), 1941 and 1942 duplication) to cure any default on the part of Landlord under this Lease; and (iv) Tenant shall accept a cure of the California Civil Codemortgagee or the ground lessor in question within any applicable cure period as if such cure were the cure of Landlord.

Tenant’s Remedies. Notwithstanding If at any other provision time or times Landlord shall be in default performance or observance of any of its covenants, agreements or undertakings provided in this Lease, and (a) if any Landlord shall not cure or remedy such default hereunder within thirty (30) days after Tenant gives to Landlord written notice of such default and of Tenant’s intention to cure same if not remedied by Landlord within such 30-day period (in case of emergencies, Landlord shall be given such notice as is reasonable under the circumstances), or (b) if such default cannot be cured with reasonable diligence within thirty (30) days, if Landlord shall not commence to cure and remedy such default within thirty (30) days after receipt of such written notice from Tenant and continue with reasonable diligence until such default is cured and remedied, then Tenant may, but shall not be obligated to, take such reasonable and appropriate action to cure and remedy such default by Landlord, provided that Tenant (except in cases of emergency) gives Landlord at least one (1) Business Day’s prior written notice of the commencement of such curative or remedial activities and Landlord shall, within thirty (30) days after receipt of demand therefor, accompanied by reasonable written evidence of payment of the amounts claimed, pay to Tenant an amount equal to all reasonable out-of-pocket costs and expenses (including reasonably attorneys’ fees and expenses) incurred by Tenant in so curing and remedying such default together with interest thereon at the Default Rate from the date of payment thereof by Tenant until paid by Landlord to Tenant. Notwithstanding any provision hereof to the contrary, if Landlord shall have notified Tenant within twenty (20) days after receipt of Tenant’s notice of Landlord’s alleged failure that Landlord disputes the failure alleged by Tenant, then Landlord shall not be obligated to make such payment to Tenant unless and until such obligation shall have been determined by non-appealable binding arbitration pursuant to the American Arbitration Association’s rules for arbitration of commercial disputes (and the parties hereby agree to submit such matter to arbitration and to pursue such arbitration proceedings to completion as promptly as possible, and with the understanding that the arbitrator shall be an attorney with at least ten years of practice in commercial office lease transactions in the metropolitan area in which the Landlord Property is located, that the arbitrator must determine that such failure alleged by Tenant either was or was not an obligation of Landlord hereunder, and that the arbitrator shall not, without the consent of the parties, determine a “middle ground” or compromise resolution of such dispute). If Landlord fails to make a required reimbursement to Tenant within the applicable cure 30-day period provided in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure periodor, if applicable, within thirty days after the conclusion of the arbitration proceedings), Tenant’s exclusive remedies Tenant shall be (i) an action for specific performancehave the right, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the liability of Landlord without prejudice to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related its right to this Lease or to the Premises or Project, shall be limited to Tenant’s actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord in the Buildings. Tenant hereby waives any claim for damages for any disturbance, loss of business, nuisance, injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment full payment of the Premises, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event shall Landlord be liable to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any other loss, claim, cost, expense or damage which would be covered amount owed by a standard policy of business interruption insurance. Landlord, or if Landlord is a partnership its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgment. Any lien obtained to enforce such judgment and any levy of execution offset the amount due together with interest thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon shall not be subject or subordinated to any Mortgage that is created or recorded in at the official records of the county in which the Project is located after Default Rate from the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received payment by Tenant until paid by Landlord which are not controlled to Tenant, against any payments of Rental next payable by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) the right to terminate under this Lease or withhold Rent on account of any Landlord default, including, without limitation, Sections 1932(1), 1941 and 1942 of the California Civil Codeuntil such time as Tenant shall have been completely reimbursed for such costs.

Tenant’s Remedies. Notwithstanding any other provision (a) Landlord shall not be deemed in breach of this LeaseLease unless Landlord fails within a reasonable time to perform an obligation required to be performed by Landlord. For purposes of this Section 5.16, a reasonable time shall in no event be less than thirty (30) days after receipt by Landlord, and by the holders of any ground lease, deed of trust or mortgage covering the Leased Premises whose name and address shall have been furnished Tenant in writing for such purpose, of written notice specifying wherein such obligation of Landlord has not been performed; provided, however, that if any the nature of Landlord’s obligation is such that more than thirty (30) days after such notice are reasonably required for its performance, then Landlord shall not be in breach of this Lease if performance is commenced within said thirty (30)- day period and thereafter diligently pursued to completion. If Landlord fails to cure such default hereunder by Landlord is not cured within the applicable cure period time provided for in Paragraph 20(c) or any other applicable cure period provided in this Lease (including any Mortgagee’s additional cure period), Tenant’s exclusive remedies shall be (i) an action for specific performance, or (ii) an action for actual damages. Notwithstanding any other provision of this Lease, the holder of any such ground lease, deed of trust or mortgage shall have an additional period of time as described in Section 9.26 below. The liability of Landlord to Tenant for any breach or default by Landlord under the terms of this Lease, or for any other matter related to this Lease or to the Premises or Project, shall be limited to Tenant’s the actual direct, but not consequential, damages therefor, and any judgment against Landlord in connection therewith shall be recoverable only from the interest of Landlord and its present or future partners or members in the BuildingsBuilding, and Xxxxxx agrees to look solely to Xxxxxxxx’s interest in the Building for satisfaction of any liability and shall not look to other assets of Landlord nor seek any recourse against the assets of the individual partners, members, directors, officers, shareholders, agents or employees of Landlord, including without limitation, any property management or asset management company of Landlord (collectively, the “Landlord Parties”). Tenant hereby waives It is the parties’ intention that Landlord and the Landlord Parties shall not in any claim for damages event or circumstance be personally liable, in any manner whatsoever, for any disturbance, loss of business, nuisancejudgment or deficiency hereunder or with respect to this Lease. Landlord shall not be liable for any loss, injury or inconvenience to damage arising from any act or interference with Tenant’s business, omission of any loss of occupancy other tenant or quiet enjoyment occupant of the PremisesBuilding, and any other loss arising from Landlord’s entry and acts pursuant to Paragraph 18 or otherwise with respect to any act, omission or breach of Landlord. Without limiting the preceding sentence, in no event nor shall Landlord be liable under any circumstances for damage or inconvenience to Tenant for any consequential damages, including, without limitation, any losses arising from any interruption of Tenant’s business, or for lost profits, or for charges or expenses which continue but would have been earned if the business had gone on without interruption, or for any loss of income or profit therefrom or for other loss, claim, cost, expense or damage which would be covered by a standard policy consequential damages. The liability of business interruption insurance. Landlord, or if Landlord under this Lease is a partnership limited to its partners whether general or limited, or if Landlord is a corporation its directors, officers or shareholders, or if Landlord is a limited liability company its members or managers, shall never be personally liable for any such judgmentactual period of ownership of title to the Building. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Mortgage (excluding any Mortgage lien, deed of trust or mortgage to which was created as part of an effort to defraud creditors, i.e., a fraudulent conveyance); provided, however that any such judgment and any such levy of execution thereon Section 5.12 applies or may apply. Tenant shall not be subject or subordinated to any Mortgage that is created or recorded in the official records of the county in which the Project is located after the date of the judgment giving rise to such lien. Landlord’s interest in the Buildings shall include any insurance proceeds received by Landlord which are not controlled by any Mortgagee or other lender. Tenant hereby waives the benefit of any Laws granting it (A) the right to perform Landlord’s obligations, or (B) have the right to terminate this Lease or withhold withhold, reduce or offset any amount against any payments of Rent due and payable under this Lease by reason of a breach of this Lease by Landlord, except as hereinafter provided. (b) If (i) Tenant provides written notice to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance which solely affects the Leased Premises and no other tenant space, and Landlord fails to provide such action and the failure continues beyond the applicable cure period set forth in this Section 5.16, and (ii) Landlord does not provide Tenant written notice reasonably objecting to the necessity or appropriateness of the Tenant requested repair and/or maintenance, then Tenant may proceed to take the required action upon delivery of an additional ten (10) days’ notice to Landlord specifying that Tenant is taking such required action, and if such action was required under the terms of this Lease to be taken by Xxxxxxxx and was not taken by Landlord within such additional ten (10)-day period, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant’s reasonable direct out-of- pocket costs and expenses in taking such action. If Landlord provides written notice to Tenant reasonably objecting to the necessity or appropriateness of the Tenant requested repair and/or maintenance. Tenant’s sole remedy shall be to claim a default by Landlord and file an action in a court of competent jurisdiction in connection therewith. In the event Tenant takes such action, such work must be performed in a first-class manner and in compliance with all applicable laws; and, if such work will affect the Building’s systems and equipment or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for work on account such systems and equipment (or structural components) (and Landlord shall cause such contractors to charge Tenant competitive rates for such work) unless such contractors are unwilling or unable to perform, or timely perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings (as defined in Section 8.1). Further, if Landlord defaultdoes not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of Tenant’s costs of taking action which Xxxxxx claims should have been taken by Xxxxxxxx, includingand if such invoice from Tenant sets forth a reasonably particularized breakdown of Tenant’s costs and expenses in connection with taking such action on behalf of Landlord, without limitationthen Tenant shall be entitled to deduct from Base Rent payable by Tenant under this Lease, Sections 1932(1the amount set forth in such invoice. If, however, Xxxxxxxx delivers to Tenant within thirty (30) days after receipt of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), 1941 then Tenant shall not be entitled to such deduction from Base Rent, but as Xxxxxx’s sole remedy, Tenant may proceed to claim a default by Landlord and 1942 file an action in a court of the California Civil Codecompetent jurisdiction in connection therewith.