Common use of TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS Clause in Contracts

TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS. If Landlord fails ------------------------------------------------ to perform any of its repair and maintenance obligations under Sections 17(A)(i) or 17(B)(i), and such failure continues for more than thirty (30) days after written notice from Tenant. Tenant shall have the right, but not the obligation, to perform such repairs and/or maintenance. In the event of an emergency involving an immediate threat of personal injury or property damage, Tenant shall have the right to perform such repairs if Landlord fails to do so within twenty-four (24) hours after notice from Tenant. In either such event, Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant to complete such repairs and/or maintenance within thirty (30) days after receipt of Tenant's written demand therefor, together with copies of paid invoices evidencing the costs incurred by Tenant. If Landlord fails to reimburse Tenant for such costs within such thirty (30) day period, such amount shall accrue interest at the Interest Rate from the date of expenditure by Tenant until reimbursed by Landlord. Any repairs and/or maintenance permitted herein shall be performed in a good and workmanlike manner by licensed and bonded contractors. If Landlord objects to the repairs and/or maintenance performed by Tenant or the expenses incurred by Tenant in performing such work, Landlord shall deliver written notice of Landlord's objection to Tenant within thirty (30) days after Landlords receipt of Tenant's invoice evidencing the expenses incurred by Tenant. Landlord's notice shall set forth in reasonable detail Landlord's reasons for its claim that such repairs and/or maintenance were not required or were not Landlord's obligation under the terms of this Lease, and/or the reasons for Landlord's dispute of the expenses incurred by Tenant in performing such work. If Landlord and Tenant fail to resolve any such dispute within thirty (30) days after Landlord has notified Tenant of Landlord's objections, the matter shall be resolved by binding arbitration in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seq.

TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS. (a) If (i) for any reason, (other than (a) a Casualty (except for any Casualty for which Tenant does not have or has waived the right to cancel this Lease and Landlord fails ------------------------------------------------ has not restored the Premises or that portion of the Building which affects the Premises prior to perform any of its repair and maintenance obligations under Sections 17(A)(i) the Outside Date (as such may be extended by Force Majeure as provided in Section 7.05 hereof or 17(B)(iTenant Delay), or (b) Tenant Delay) there is a failure to furnish any service or install any improvement, (other than any service or improvement in connection with the elevators in the Building) which in each case is exclusively for the benefit of Tenant and services the Premises exclusively (“Exclusive Services”) and as a result thereof the conduct of Tenant’s normal business operations in a material portion of the Premises shall be materially impaired (any or all of the foregoing hereinafter sometimes referred to as an “Interruption”), (ii) the curing of such failure continues for more than thirty Interruption would require payments to be made in connection with or work to be performed, or otherwise affect any space, outside the Premises but would not require access to another tenant’s premises (30unless such other tenant shall consent to such access by Tenant or its agents) days after written notice from Tenant. and would not adversely affect any other tenant and Tenant shall have obtains the right, but not the obligation, to perform such repairs and/or maintenance. In the event decision of an emergency involving arbitrator in accordance with Section 9.03 that an immediate threat Interruption has occurred and Landlord does not immediately (as practicable under the circumstances) after such arbitration decision commence and diligently prosecute action to remedy such Interruption then, in any such event, and upon the giving of personal injury or property damagefive (5) days’ notice to Landlord (which notice shall expressly state that Tenant intends to exercise its self-help remedy in accordance with this Section 8.24), Tenant shall have the right (but not the obligation) to perform such repairs if Landlord fails to do so within twenty-four (24) hours after notice from Tenant. In either such event, furnish any Exclusive Services which Landlord shall reimburse Tenant for have failed to furnish. Tenant’s cure of any Interruption which will require work to be performed or otherwise affect any Landlord Obligation Area or elsewhere outside the reasonable costs incurred by Tenant to complete such repairs and/or maintenance within thirty (30) days after receipt of Tenant's written demand therefor, together with copies of paid invoices evidencing the costs incurred by Tenant. If Landlord fails to reimburse Tenant for such costs within such thirty (30) day period, such amount Premises shall accrue interest at the Interest Rate from the date of expenditure by Tenant until reimbursed be effected by Landlord. Any repairs and/or maintenance permitted herein shall be performed ’s staff, its employees or its independent contractors, unless such staff, its employees or its independent contractors fail to respond to Tenant’s direction in a good and workmanlike manner by licensed and bonded which event Tenant may secure other competent independent contractors. If Landlord objects to Without limiting the repairs and/or maintenance performed by Tenant or the expenses incurred by Tenant in performing such work, Landlord shall deliver written notice generality of Landlord's objection to Tenant within thirty (30) days after Landlords receipt of Tenant's invoice evidencing the expenses incurred by Tenant. Landlord's notice shall set forth in reasonable detail Landlord's reasons for its claim that such repairs and/or maintenance were not required or were not Landlord's obligation under the terms any other provision of this Lease, and/or Tenant shall have no right to perform any obligation or furnish any service that Landlord has failed to perform or furnish unless (x) the reasons for Landlord's dispute of the expenses incurred cure by Tenant of such Interruption will not require Tenant to access another tenant’s premises (unless such other tenant shall consent to such access by Tenant or its agents), (y) such failure of Landlord results in performing such work. If Landlord an Interruption and Tenant fail to resolve any such dispute within thirty (30z) days after Landlord has notified the cure by Tenant of Landlord's objections, the matter such Interruption would not adversely affect another tenant. Nothing contained in this Article 8 shall be resolved by binding arbitration in accordance with construed to permit Tenant to cause Xxxxxxxx’s managing agent for the provisions of California Code of Civil Procedure Sections 1280 et seqBuilding to be removed or replaced.

TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS. If Landlord defaults in the observance or performance of any term or covenant on its part to be performed under this Lease, then Tenant, in addition to any other remedy it may have, may give notice thereof to Landlord, which notice shall specifically state that if Landlord fails ------------------------------------------------ to perform any of its repair cure such default, Tenant shall seek to cure such default and maintenance obligations under Sections 17(A)(iexercise the remedies available to it pursuant to this Section 19.8. If, within ten (10) or 17(B)(i), and such failure continues for more than thirty (30) business days after written Landlord's receipt of such notice, Landlord does not commence to cure such default, Tenant may give a second notice from Tenant. to Landlord, which notice shall specifically state that it is the second notice being given with respect to such default pursuant to this Section 19.8 and also shall specifically state that if Landlord fails to cure such default, Tenant shall seek to cure such default and exercise the remedies available to it pursuant to this Section 19.8. If within five (5) business days after Landlord's receipt of Tenant's second notice Landlord still shall not have commenced to cure such default, Tenant may undertake to cure the rightsame (provided that Tenant complies with the requirements of Article 12 (other than any required approval by Landlord) and any other applicable provisions of this Lease with respect thereto) and, but provided that Landlord had been in default of the obligation in question, may recover the reasonable cost thereof from Landlord. Notwithstanding the foregoing, Tenant shall not be obligated to give either of the obligation, to perform such repairs and/or maintenance. In notices set forth above in the event of an emergency involving an immediate (i.e., threat of personal injury imminent damage to property or property damagebodily injury), provided that Tenant shall use reasonable efforts to contact by telephone Landlord's representative whose name and telephone number shall have the right been provided to perform such repairs if Landlord fails to do so within twenty-four (24) hours after notice from Tenant. In either such event, Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant to complete advise such repairs and/or maintenance within thirty (30) days after receipt representative of such situation and Tenant's written demand thereforintention to take action to remedy the same. As of the date hereof, together with copies of paid invoices evidencing the costs incurred by TenantLandlord's representative for such purposes is Xxxxx Xxxxx, (000) 000-0000. If Landlord fails to reimburse Tenant for such costs within such thirty (30) day period, such amount shall accrue interest at the Interest Rate from the date of expenditure by Tenant until reimbursed by Landlord. Any repairs and/or maintenance permitted herein shall be performed in a good and workmanlike manner by licensed and bonded contractors. If Landlord objects to the repairs and/or maintenance performed by Tenant or the expenses incurred by Tenant in performing such work, Landlord shall deliver written notice of Landlord's objection to Tenant within thirty (30) days after Landlords receipt of disputes Tenant's invoice evidencing entitlement to reimbursement of such cost for any reason, then the expenses incurred by Tenant. Landlord's notice shall set forth in reasonable detail Landlord's reasons for its claim that such repairs and/or maintenance were not required or were not Landlord's obligation under the terms of this Lease, and/or the reasons for Landlord's dispute of the expenses incurred by Tenant in performing such work. If Landlord and Tenant fail to resolve any such dispute within thirty (30) days after Landlord has notified Tenant of Landlord's objections, the matter shall be resolved by binding arbitration in accordance with the provisions Article 31 hereof, it being understood that if Tenant's position is sustained in such arbitration, in addition to any other remedy that Tenant may have, Tenant may elect to offset such unpaid sum against ensuing installments of California Code of Civil Procedure Sections 1280 et seqBase Rent and Additional Rent due under this Lease. Tenant acknowledges that it may not elect such offset right unless and until Tenant's position is sustained in such arbitration. It is understood that Landlord's failure to respond to any notice given by Tenant pursuant to this Section 19.8 shall not be construed as an admission by Landlord as to any alleged default.

TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS. (a) If (i) for any reason, including, without limitation, Force Majeure, there is a failure to furnish any of the services which Landlord fails ------------------------------------------------ is required to furnish pursuant to this Lease, or to make any repairs or replacements which Landlord is required to make pursuant to the terms of this Lease, or to perform any other obligation of its repair Landlord under this Lease, and maintenance obligations under Sections 17(A)(ias a result thereof the conduct of Tenant's normal business operations in the Premises (or a material portion thereof) shall be materially impaired (any or 17(B)(iall of the foregoing hereinafter sometimes referred to as an "Interruption"), and (ii) the curing of such failure continues for more than thirty Interruption would require work to be performed, or otherwise affect any space, in the Landlord Obligation Areas or elsewhere outside of the Premises, (30iii) days after written notice from Tenant. either (A) Tenant shall have obtains the right, but not the obligation, to perform such repairs and/or maintenance. In the event decision of an emergency involving arbitrator in accordance with Section 8.09 that an immediate threat Interruption has occurred and Landlord does not immediately after such arbitration decision commence and diligently prosecute action to remedy such Interruption or (B) Landlord, in bad faith, fails to comply with the arbitration procedures set forth in Section 8.09, then, in any such event, and upon the giving of personal injury or property damage5 days notice to Landlord (which notice shall expressly state that Tenant intends to exercise its self-help remedy in accordance with this Section 10.01(a)), Tenant shall have the right (but not the obligation) to furnish any such Landlord's services or to make any such repairs or replacements which Landlord shall have failed to make, or to perform such repairs if other obligation of Landlord fails as Landlord shall have failed to do perform. Landlord hereby irrevocably appoints Tenant as Landlord's agent, coupled with an interest, for the sole and limited purpose of permitting Tenant access to areas of the Building outside of the Premises to the extent necessary to perform, in accordance with this Section 10.01(a), any obligation or furnish any service that Landlord so within twenty-four (24failed to perform. If at any time Tenant becomes entitled in accordance with this Section 10.01(a) hours after notice from Tenant. In either such eventto cure any Interruption and, thereafter, Landlord prevents Tenant from exercising its right to cure such Interruption, then the parties agree that, in such case, damages would be an inadequate remedy and Tenant shall reimburse be entitled to injunctive relief or specific performance in order to enable Tenant for the reasonable costs incurred to cure such Interruption. If (x) Tenant becomes entitled in accordance with this Section 10.01(a) to cure any Interruption, (y) in order to cure such Interruption Tenant must obtain access to another tenant's premises, and (z) after compliance by Tenant to complete such repairs and/or maintenance within thirty (30) days after receipt of Tenant's written demand therefor, together with copies of paid invoices evidencing the costs incurred by Tenant. If Landlord fails to reimburse Tenant for such costs within such thirty (30) day period, such amount shall accrue interest at the Interest Rate from the date of expenditure by Tenant until reimbursed by Landlord. Any repairs and/or maintenance permitted herein shall be performed in a good and workmanlike manner by licensed and bonded contractors. If Landlord objects to the repairs and/or maintenance performed by Tenant or the expenses incurred by Tenant in performing such work, Landlord shall deliver written notice of Landlord's objection to Tenant within thirty (30) days after Landlords receipt of Tenant's invoice evidencing the expenses incurred by Tenant. Landlord's notice shall all requirements set forth in reasonable detail Landlordsuch tenant's reasons lease regarding access thereto for Landlord and its claim that agents, such repairs and/or maintenance were not required or were not Landlordtenant prevents Tenant from entering its premises in breach of such tenant's obligation under lease, then Landlord shall enforce all of its rights and remedies against such tenant in order to permit Tenant to enter such tenant's premises in order to cure such Interruption. Without limiting the terms generality of any other provision of this Lease, and/or Tenant shall have no right to perform any obligation or furnish any service that Landlord has failed to perform or furnish, the reasons for curing of which failure will require work to be performed, or otherwise affect any space in the Landlord Obligation Areas or elsewhere outside the Premises unless such failure results in an Interruption, and, in the case of an Interruption, Tenant's sole right to perform such obligation or furnish such service shall be as set forth in this Section 10.01(a). Nothing contained in this Article 10 shall be construed to permit Tenant to cause Landlord's dispute of managing agent for the expenses incurred by Tenant in performing such work. If Landlord and Tenant fail Building to resolve any such dispute within thirty (30) days after Landlord has notified Tenant of Landlord's objections, the matter shall be resolved by binding arbitration in accordance with the provisions of California Code of Civil Procedure Sections 1280 et seqremoved or replaced.

TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS. If Landlord fails ------------------------------------------------ to perform any of its repair and maintenance obligations under Sections 17(A)(i) or 17(B)(i)maintain the Premises as set forth in Section 6.4 below, and such failure continues for more than thirty Landlord fails to cure the same within twenty (3020) days after written Tenant has given Landlord notice from Tenant. of such failure pursuant to Section 18 (unless the failure relates to maintenance, repair or replacement of the roof, in which case Tenant shall have the rightonly be required to provide Landlord with five (5) days’ prior written notice, but not the obligationor unless such failure results in an emergency, to perform such repairs and/or maintenance. In the event of an emergency involving an immediate threat of personal injury or property damagein which case, no prior notice is required), Tenant shall have may, at its option, put or cause the right same to perform be put in the condition and state of repair required by this Lease, and in such repairs if Landlord fails to do so within twenty-four (24) hours after notice from Tenant. In either such eventcase, Landlord shall reimburse Tenant for the reasonable costs amounts incurred by Tenant to complete in performing such repairs and/or maintenance within thirty (30) days after receipt Tenant’s delivery to Landlord of Tenant's written demand therefor, together with statements and copies of paid reasonably detailed invoices evidencing the costs incurred by from Tenant’s contractor(s) and/or vendor(s). If Landlord fails timely to reimburse Tenant for hereunder, Tenant may credit the amounts due Tenant from Landlord against any payment obligations under this Lease until such costs within such thirty (30) day periodreimbursement is fully recovered. Further, such amount shall accrue interest at in the Interest Rate from the date of expenditure by Tenant until reimbursed event any repairs or construction by Landlord. Any repairs and/or maintenance permitted herein shall be performed in a good and workmanlike manner by licensed and bonded contractors. If Landlord objects to the repairs and/or maintenance performed by Tenant , whether under this Section or the expenses incurred by Tenant in performing such work, Landlord shall deliver written notice of Landlord's objection to Tenant within thirty (30) days after Landlords receipt of Tenant's invoice evidencing the expenses incurred by Tenant. Landlord's notice shall set forth in reasonable detail Landlord's reasons for its claim that such repairs and/or maintenance were not required or were not Landlord's obligation under the terms any other provision of this Lease, and/or the reasons for Landlord's dispute results in all or part of the expenses incurred by Tenant in performing such work. If Landlord Premises being closed for business or Tenant’s business being adversely impacted, Tenant’s Base Rent, Additional Rent and Tenant fail to resolve any such dispute within thirty (30) days after Landlord has notified Tenant of Landlord's objections, the matter other charges shall be resolved by binding arbitration in accordance with abated based on the provisions proportion of California Code the Premises that are closed for business or based on the extent to which Tenant’s business is adversely impacted until such time as Tenant is able to reopen such portions of Civil Procedure Sections 1280 et seqthe Premises for business or Landlord completes its repairs or construction (whichever is later).

TENANT'S RIGHT TO PERFORM LANDLORD'S OBLIGATIONS. If Tenant may perform Landlord’s maintenance, repair, and replacement obligations and any other items that are Landlord’s obligation pursuant to this Section 7 if (1) Landlord fails ------------------------------------------------ to perform any commence the performance of its repair and maintenance such obligations under Sections 17(A)(i) or 17(B)(i), and such failure continues for more than within thirty (30) days after days’ following written notice from Tenant. Tenant to Landlord, which notice shall set forth in reasonable detail the obligations which Landlord has failed to perform, and (2) Tenant thereafter again notifies Landlord of Landlord’s failure to perform, which notice shall indicate that Tenant shall have the right, but not the obligation, to perform such repairs and/or maintenance. In the event of an emergency involving an immediate threat of personal injury or property damage, Tenant shall have the right to perform such repairs obligations if Landlord fails to do so commence the performance of such obligations within twenty-four (245 business days following Tenant’s second notice. Any such work by Tenant shall be performed in accordance with the requirements of Section 8(c) hours after notice from Tenantof this Lease. In either such event, Landlord shall reimburse Tenant for the reasonable costs incurred by Tenant to complete in performing such repairs and/or maintenance work within thirty (30) days after receipt of a payment demand from Tenant's written , which demand therefor, together with copies shall include reasonably detailed documentation of paid invoices evidencing the costs incurred by Tenantsuch costs. If Landlord fails to reimburse Tenant for such costs within such thirty (30) day period, does not pay such amount shall accrue interest at the Interest Rate from the date of expenditure by Tenant until reimbursed by Landlord. Any repairs and/or maintenance permitted herein shall be performed in a good and workmanlike manner by licensed and bonded contractors. If Landlord objects to the repairs and/or maintenance performed by Tenant or the expenses incurred by Tenant in performing such work, Landlord shall deliver written notice of Landlord's objection to Tenant within thirty (30) days after Landlords receipt such payment demand, the amount owed shall bear interest at the Default Rate and, alternatively, Tenant may deduct such amounts owed from the Basic Rent next due under this Lease until such amounts owed are paid in full; provided, however, that such deductions shall not at any time be more than twenty percent (20%) of Tenant's invoice evidencing the expenses incurred total monthly Basic Rent then due hereunder during any month; provided, further, that such offset right shall not be applicable and Tenant shall have no right to deduct any amount from Basic Rent unless the amount owed by Landlord to Tenant for any individual obligation of Landlord so performed by Tenant exceeds Fifty Thousand Dollars ($50,000.00). Notwithstanding the foregoing, if Landlord disputes the amounts claimed due by Tenant. Landlord's notice shall set forth in reasonable detail Landlord's reasons for its claim that such repairs and/or maintenance were not required or were not Landlord's obligation under the terms of this Lease, and/or the reasons for Landlord's dispute of the expenses incurred by Tenant in performing such work. If Landlord and Tenant fail to resolve any such dispute within thirty (30) days after Landlord has notified Tenant of Landlord's objections, the matter shall be resolved by submitted to expedited, binding arbitration in accordance with the provisions rules of California Code the American Arbitration Association, and the prevailing party shall be entitled to the benefit of Civil Procedure Sections 1280 et seqSection 25(t) of this Lease.