Common use of Tenant’s Right to Self-Help Clause in Contracts

Tenant’s Right to Self-Help. If (i) Landlord fails to take any action which Landlord is obligated to take to provide utilities, services, repairs or maintenance to the Premises as set forth in Section 6.1 and/or 7.1 of this Lease, and (ii) such failure by Landlord unreasonably interferes with the conduct of Tenant’s business at the Premises, and (iii) such failure is within Landlord’s reasonable control to correct, Tenant may deliver written notice of the failure to Landlord (“Self-Help Notice”). The Self-Help Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 6.1 and/or 7.1 with respect to the Premises. If within five (5) days of receiving Tenant’s Self-Help Notice, Landlord fails to cure (or, if such failure reasonably requires more than five (5) days to cure, Landlord fails within such five (5) day period to commence to cure, and thereafter diligently and continuously pursue the cure of) the items specified in the Self-Help Notice, Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect to the Premises (but solely on its own behalf, and not as the agent of Landlord) and, in this regard, Tenant may enter upon any portion of the Building or Common Area to take such reasonable action and to incur such reasonable expenses as may be necessary, provided that Tenant will not enter the premises of any other tenant in the Building without such tenant’s permission. Tenant may not take any such self-help action which alters or modifies the Building systems or equipment, structural integrity of the Building or exterior appearance of the Building. Unless Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice from Tenant setting forth a reasonably particularized breakdown of such costs and expenses. If Landlord does not so object and does not pay such invoice within said thirty (30) day period after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in such invoice, together with interest at twelve percent (12%) per annum accruing from the date Tenant first requested reimbursement, provided that in no event may Tenant deduct more than 25% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within 30 days after receiving Tenant’s invoice, a written objection to the payment of such invoice setting forth with reasonable particularity any defenses to payment Landlord believes it has (such as, for example, any claim that all or any portion of 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 will pay the amount it contends would not have been excessive), then Tenant will not be entitled to make any deduction from Basic Rent, and if the parties are unable to resolve Landlord’s objections then Tenant may institute an action at law to collect the unpaid amount. The provisions of this Section 7.3 will not operate to exclude from Operating Expenses any item properly includable therein.

Tenant’s Right to Self-Help. If Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (ior oral notice in the event of an emergency) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to take provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any action which Landlord is obligated to take to provide utilitiesevent not earlier than ten (10) business days after receipt of such notice (except, servicesin the case of an emergency), repairs or maintenance to the Premises as set forth in Section 6.1 and/or 7.1 of this Lease, and (ii) such failure by Landlord unreasonably interferes with the conduct of Tenant’s business at the Premises, and (iii) such failure is within Landlord’s reasonable control to correct, then Tenant may deliver written notice of the failure to Landlord (“Self-Help Notice”). The Self-Help Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 6.1 and/or 7.1 with respect to the Premises. If within five (5) days of receiving Tenant’s Self-Help Notice, Landlord fails to cure (or, if such failure reasonably requires more than five (5) days to cure, Landlord fails within such five (5) day period to commence to cure, and thereafter diligently and continuously pursue the cure of) the items specified in the Self-Help Notice, Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect upon delivery of an additional notice to the Premises (but solely on its own behalfLandlord specifying that Tenant is taking such required action, and not as if such action was required under the agent of Landlord) and, in this regard, Tenant may enter upon any portion terms of the Building or Common Area Lease to take such reasonable action and be taken by Landlord, then Tenant shall be entitled to incur such reasonable expenses as may be necessary, provided that Tenant will not enter the premises prompt reimbursement by Landlord of any other tenant in the Building without such tenant’s permission. Tenant may not take any such self-help action which alters or modifies the Building systems or equipment, structural integrity of the Building or exterior appearance of the Building. Unless Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action action, plus interest thereon at the Interest Rate (defined in Section 20(e) below). However, if the work so performed by Tenant pertains to items that would otherwise be includable in Direct Costs pursuant to Article 3 above, then Landlord may include the amount of such reimbursement (excluding interest) in Direct Costs. In the event Tenant takes such action, and such work will affect the Building’s life-safety systems, HVAC, plumbing and/or elevator systems or the structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building for similar 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 in the vicinity of the Building. Further, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receiving receipt of an invoice from Tenant setting of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of such its costs and expenses. If Landlord does not so object and does not pay expenses in connection with taking such invoice within said thirty (30) day period after Landlord receives the invoiceaction on behalf of Landlord, then Tenant may thereafter shall be entitled to deduct from Basic Rent rent payable by Tenant under this Lease, the amount set forth in such invoice, together with interest at twelve percent (12%) per annum accruing from the date Tenant first requested reimbursement, provided that in no event may Tenant deduct more than 25% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, Tenant within 30 thirty (30) days after receiving receipt of Tenant’s invoice, a written objection to the payment of such invoice invoice, setting forth with reasonable particularity any defenses to payment Landlord believes it has (such as, Landlord’s reasons for example, any its claim that all or any portion of such action did not have to be taken by Landlord pursuant to the terms of this Lease, the Lease or that the charges are excessive (in which case Landlord will pay the amount it contends would not have been excessive), then Tenant will shall not be entitled to make any such deduction from Basic Rentrent except with respect to the amounts set forth in Tenant’s subject invoice which Landlord does not contend to be excessive, and if the parties are unable to resolve Landlord’s objections then Tenant may institute proceed to claim a default by Landlord, or if elected by mutual agreement of Landlord and Tenant, the matter shall proceed to resolution by arbitration. An emergency shall be deemed to exist hereunder if an action at law event or circumstance poses an immediate danger to collect the unpaid amount. The provisions of this Section 7.3 will not operate person or a material and immediate danger to exclude from Operating Expenses any item properly includable thereinproperty.

Tenant’s Right to Self-Help. If (i) Landlord fails to take any action which Landlord is obligated to take to provide utilities, services, repairs or and/or maintenance to the Premises as set forth in Section 6.1 and/or 7.1 of this Lease or in Article 11 of this Lease, and (ii) such failure by Landlord unreasonably interferes with the conduct of Tenant’s business at the Premises, and (iii) such failure is within Landlord’s reasonable control to correct, Tenant may deliver written notice of the failure thereof to Landlord (the “Self-Help Initial Notice”). The Self-Help Initial Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 6.1 and/or 7.1 or Article 11 with respect to the Premises. If within five ten (510) days Business Days of receiving Tenant’s Self-Help Initial Notice, Landlord fails to cure (or, if such failure reasonably requires more than five (5) days to cure, Landlord fails within such five (5) day period to or commence to cure, and thereafter diligently and continuously pursue the cure of) the items specified in the Self-Help Initial Notice, Tenant may deliver to Landlord a second notice (a “Reminder Notice”). The Reminder Notice must include a copy of the Initial Notice and specify that Tenant will have the rights granted under this Section 7.3 if Landlord fails to cure or commence to cure the specified items within ten (10) Business Days of receipt of the Reminder Notice. If Landlord does not so object and fails to take or commence to take (and diligently pursue to completion) the required action within ten (10) Business Days of receiving the Reminder Notice, then Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect to the Premises (but solely on its own behalf, and not as the agent of Landlord) and, in this regard, Tenant may enter upon any portion of the Building or Common Area to take such reasonable action and to incur such reasonable expenses as may be necessary, provided that Tenant will not enter the premises of any other tenant in the Building without such tenant’s permission. Tenant may not take any such self-help action which alters or modifies the Building systems or equipment, structural integrity of the Building or exterior appearance of the Building). Unless Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice from Tenant setting forth a reasonably particularized breakdown of such costs and expenses. If Landlord does not so object and does not pay such invoice within said thirty sixty (3060) day period days after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in such invoice, together with interest at twelve percent (12%) per annum accruing from the date Tenant first requested reimbursement, ; provided that in no event may Tenant deduct more than 2520% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within 30 thirty (30) days after receiving Tenant’s invoiceInitial Notice, a written objection to the payment of such invoice setting forth with reasonable particularity any defenses to payment Landlord believes it has (such as, for example, any claim that all or any portion of such action did does not have to be taken by Landlord pursuant to the terms of this Lease, or that the charges are excessive (in which case Landlord will pay the amount it contends would not have been excessive)Landlord’s reasonable opinion, then and if Tenant elects to proceed with such work, Tenant will not be entitled to make any deduction from Basic Rent, and if . If the parties are unable to resolve Landlord’s objections objections, then Tenant may institute an action at law or pursue any other available remedies to collect the unpaid amount. The provisions of amount and/or to enforce Landlord’s obligations pursuant to this Section 7.3 will not operate to exclude from Operating Expenses any item properly includable thereinLease.

Tenant’s Right to Self-Help. If (i) Landlord fails to take shall default in the performance of any action which Landlord is obligated to take to provide utilities, services, repairs or maintenance to the Premises as set forth in Section 6.1 and/or 7.1 of its obligations under this Lease, and if Landlord shall not cure such default within a thirty (ii30) such failure by Landlord unreasonably interferes with day period after notice from Tenant specifying the conduct of Tenant’s business at the Premises, and (iii) such failure is within Landlord’s reasonable control to correct, Tenant may deliver written notice of the failure to Landlord (“Self-Help Notice”). The Self-Help Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 6.1 and/or 7.1 with respect to the Premises. If within five (5) days of receiving Tenant’s Self-Help Notice, Landlord fails to cure default (or, if such failure reasonably requires more than five (5) days to cure, Landlord fails default cannot by its nature be cured within such five thirty (530) day period to and Landlord shall not within such period commence to cure, cure such default and thereafter diligently and continuously pursue prosecute the cure of) the items specified in the Self-Help Noticecuring of such default to completion with due diligence), Tenant may, subject at its option (but shall not be obligated to), at any time after ten (10) days after giving to the terms Landlord a further notice of default specifically referring to this Section 7.38.03, proceed cure such default for the account of Landlord; provided, however, that in cases of emergencies that pose an immediate material threat to take the required action with respect to the Premises person, property, or Tenant’s business operation, Tenant may, at its option (but solely on shall not be obligated to), cure such default for the account of Landlord immediately after giving Landlord telephone, facsimile, or electronic notice of Tenant’s intent to exercise of its own behalf, and not as the agent of Landlord) and, in this regard, Tenant may enter upon any portion of the Building or Common Area right to take such reasonable action and to incur such reasonable expenses as may be necessary, provided that Tenant will not enter the premises of any other tenant in the Building without such tenant’s permission. Tenant may not take any such self-help action which alters hereunder. Any reasonable amount paid or modifies any reasonable contractual liability incurred by Tenant in exercising its right to self-help hereunder shall be deemed paid or incurred for the Building systems or equipmentaccount of Landlord, structural integrity of the Building or exterior appearance of the Building. Unless and, if Landlord delivers a written objection to Tenant as set forth below, Landlord will shall not reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice from demand for any amount paid for the account of Landlord hereunder, Tenant setting forth a reasonably particularized breakdown of such costs and expenses. If Landlord does not so object and does not pay such invoice within said thirty shall have the right to deduct any amount (30) day period after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in such invoice, together with interest on such amount at twelve ten percent (1210%) per annum accruing annum) still owing from the date Tenant first requested reimbursement, provided that in no event may Tenant deduct more than 25% future payments of Basic Rent hereunder but such deduction shall not exceed fifteen percent (15%) of the Basic Rent due during payable for any single month (or such higher amount as a result shall be required for Tenant to recoup such amount ratably over the remainder of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within 30 days after receiving Tenant’s invoice, a written objection to the payment of such invoice setting forth with reasonable particularity any defenses to payment Landlord believes it has (such as, for example, any claim that all or any portion of 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 will pay the amount it contends would not have been excessiveLease Term), then Tenant will not be entitled to make any deduction from Basic Rent, and if the parties are unable to resolve Landlord’s objections then Tenant may institute an action at law to collect the unpaid amount. The provisions of this Section 7.3 will not operate to exclude from Operating Expenses any item properly includable therein.