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

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice based

Tenant’s Self-Help Rights. Notwithstanding anything If Landlord shall default in the performance or observance of any agreement or condition of this Lease on its part to be performed or observed, or shall default in the payment of any tax or other charge which shall be a lien upon the Premises, or in the payment of any installment of principal or interest upon any mortgage which shall be prior in lien to the contrary set forth in lien of this Article 7, Lease and if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's other than an obligation to perform under Section 7.2 abovepay money, and Landlord fails to undertake shall not cure such repairs and/or maintenance default within thirty (30) days after receipt notice from Tenant specifying the default (or if such default is of such notice (or such longer time nature as is reasonably necessary if more than same cannot be cured within said thirty (30) days are reasonably required day period, Landlord shall not commence to complete cure such repairs and Landlord commences such repairs default within such the said thirty (30-) day period and thereafter diligently attempts prosecute the curing of such default to complete samecompletion with due diligence), then Tenant may proceed at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and any amount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord reimburse Tenant therefor or save Tenant harmless therefrom; provided that Tenant is taking may cure any such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord default as aforesaid prior to the expiration of such three (3) business day period (or said waiting period, but after said notice to Landlord, if the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice curing of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant default prior to the expiration of said waiting period is reasonably necessary to protect the Outside Repair Period described abovereal estate or Tenant’s interest therein, a written objection to Tenant's right prevent injury or damage to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Leasepersons or property, or (ii) to enable Tenant to conduct its business in the Premises. If Landlord delivers shall fail to reimburse Tenant upon demand for any amount paid by Tenant, within thirty (30) days after receipt for the account of Tenant's invoiceLandlord hereunder, a written objection to said amount may be deducted by Tenant from the payment next or any succeeding payments of such invoice basedBase Rent, Additional Rent or other charges due hereunder.

Tenant’s Self-Help Rights. Notwithstanding anything to 5.5.1 In the contrary set forth in this Article 7event that for reasons not caused by Tenant (or any of its employees or agents) or by a Force Majeure Event, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake provide any services or utilities or to perform any repairs or maintenance for the Premises required of Landlord under this Lease, and such repairs and/or maintenance failure (i) continues after Landlord has been notified in writing thereof and fails to provide such services or utilities within thirty the prescribed time period (30) days or if no cure period is prescribed, a reasonable period of time after Landlord’s receipt of such written notice from Tenant), and (or such longer time as is reasonably necessary if more than thirty ii) materially impairs Tenant’s use and occupancy of the Premises (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samecollectively, the “Cure Conditions”), then Tenant may proceed deliver written notice (“Cure Notice”) to undertake Landlord (and, if Tenant elects to deliver such repairs and/or maintenance upon delivery notice to Landlord, Tenant must deliver an identical notice to any Mortgagee) stating that Tenant intends to perform such repair or maintenance. Prior to Tenant undertaking any action to cure or remedy such condition, Tenant shall first allow Landlord and any Mortgagee ten (10) Business Days following receipt by Landlord and the Mortgagee of such Cure Notice to attempt to cure or remedy the event or condition specified in Tenant’s notice; provided, however, if such default cannot be cured within said ten (10) Business Day period, this period shall be extended for such longer period as may be reasonably required, but in no event more than an additional sixty (60) Business Days, to permit Landlord or the Mortgagee to effect such cure, provided that Landlord or the Mortgagee commences to cure such default within the said ten (10) Business Day period and proceeds diligently thereafter to effect such cure (the “Final Cure Period”). If Landlord or the Mortgagee fails to cure or remedy such condition within such Final Cure Period, then Tenant shall give Landlord and the Mortgagee written notice that Tenant will immediately commence to cure or remedy such condition (i.e., perform such repair or maintenance) and three (3) business days' Business Days after delivering such notice Tenant may, subject to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease and conditions set forth below, take such action that is reasonably necessary to be performed by cure or remedy such condition, unless Landlord and are not performed by Landlord or the Mortgagee shall have denied, prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30Business Day-day period, then Tenant shall be entitled to offset against that the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall Cure Conditions have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedoccurred.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 abovethe terms of this Lease, and Landlord fails to undertake such repairs and/or maintenance within a reasonable period of time, given the circumstances, after receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same, provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises or the failure of any essential services which Landlord is required to provide to the Premises pursuant to this Lease and which materially interferes with Tenant’s operation of its business in the Premises, Landlord shall have only one (1) business day after receipt of such notice or such later period of time as is reasonably necessary to commence such corrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three five (35) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)action. If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) 5 business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon thereon, at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's ’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to institute arbitration pursuant to Section 26.32 below to determine and collect the amount, if any, of such reimbursement. If Tenant prevails in such arbitration and receives a monetary arbitration award against Landlord, then Landlord shall pay such arbitration award to Tenant within thirty (30) days after the date such arbitration award is issued. If such arbitration award is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary arbitration award together with interest which shall have accrued on such monetary arbitration award during the period from and after the day after the date such monetary arbitration award was issued through and including the date that Tenant offsets against the Rent the amount of such monetary arbitration award, at the Interest Rate. If Tenant undertakes such repairs and/or maintenance, and such work will affect the Systems and Equipment, any structural portions of the Building, any common areas of the Project or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary any provision set forth in this Article 7Lease to the contrary, if at any time (a) Tenant provides prior written notice to Landlord of an event or circumstance that requires the need for action of Landlord with respect to repair and/or maintenance, (b) Landlord is, in fact, required to perform repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease or is otherwise in default, and (c) Landlord fails to be performed by Landlord and are not performed by Landlord prior to commence such action within a reasonable period of time (given the expiration circumstances) after the receipt of such three written notice, but in any event not later than seven (37) business day period days after receipt of such written notice (or the initial notice and repair period set forth within two (2) business days in the first sentence case of an emergency) (provided that, for purposes of this Section 7.3 16, to “commence” such action includes any steps taken by Landlord to design, consult, bid or seek permits or other governmental approval in connection with the event of emergencies where no second notice is required) (necessary work so long as Landlord thereafter diligently continues the "Outside Repair Period"cure in good faith), then Tenant Tenant, as its sole remedy, may proceed to take the required action and shall be entitled to reimbursement by Landlord of Tenant's actual’s reasonable and necessary, reasonable, and documented actual out-of-pocket costs and expenses in performing taking such maintenance and/or repairsaction (and only such action as specified in the notice given to Landlord). Such reimbursement amounts shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken reimbursed by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt from Tenant of a detailed invoice setting forth a breakdown of the costs and expenses incurred in connection with the action taken by Txxxxx. If Landlord fails to reimburse Tenant for such costs within the aforesaid thirty (30)-day period, Tenant shall have the right to offset such amounts against the next installments of Rent that become due and owing. If Tenant takes such action, and such work affects the Building Structure, then Tenant shall use only those contractors used by Landlord in the Building for work thereon. In the event Landlord fails to comply with any of Landlord’s other obligations under this Lease within a reasonable time period not to exceed thirty (30) days after Tenant furnishes Landlord with written notice of such breach or failure (or such longer period of time as may be reasonably necessary to effect such cure, provided that Landlord promptly commences such cure within the thirty (30)-day period and diligently prosecutes such cure to completion), Tenant shall have the right, but not the obligation, to perform such obligation on Landlord’s account and Landlord shall reimburse Tenant within thirty (30) days of written demand (with underlying documentation) for the amount reasonably and actually expended by Txxxxx to perform such obligation. Tenant shall give to any Mortgagee a copy of any notice of default given to Landlord at the same time as such notice is given to Landlord, provided that prior to such notice Tenant has been notified, in writing, of the address of such Mortgagee. Except as otherwise set forth in any subordination and non-disturbance agreement between Tenant and a Mortgagee, Tenant will not seek to terminate this Lease by reason of any act or omission that constitutes (or would over time constitute) a default of Landlord until Tenant shall have given written notice of such act or omission to Mortgagee (at Mortgagee’s last address furnished to Tenant's invoice) and until a period of thirty (30) days shall have elapsed, a written objection Mortgagee shall have the right, but not the obligation, to remedy such act or omission; provided however, that if the act or omission does not involve the payment of money from Landlord to Tenant and (i) is of such invoice baseda nature that it could not be reasonably remedied within the thirty (30) day-period aforesaid, or (ii) the nature of the act or omission or the requirements of local law require Mortgagee to appoint a receiver or to foreclose on or commence legal proceedings to recover possession of the Property in order to effect such remedy and such legal proceedings and consequent remedy cannot reasonably be achieved within said thirty (30) days, then Mortgagee shall have such further time as is reasonable under the circumstances to effect such remedy (not to exceed forty five (45) days after the expiration of the thirty (30) day-period aforesaid) provided that Mortgagee shall notify Tenant, within ten (10) days after receipt of Tenant’s notice, of Mortgagee’s intention to effect such remedy and provided further that Mortgagee institutes immediate legal proceedings to appoint a receiver for the Premises or to foreclose on or recover possession of the Premises within said thirty (30) day-period and thereafter prosecutes said proceedings and remedy with due diligence and continuity to completion. Notwithstanding the foregoing, Mortgagee shall have no rights under this Section 16 if Mortgagee is an entity that controls, is controlled by, or is under common control with Landlord.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 78, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 8.1 above, and Landlord fails to undertake such repairs and/or maintenance within thirty a reasonable period of time, given the circumstances, after receipt of such notice (30but in no event earlier than fifteen (15) days after receipt of such notice, provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have only two (2) business days after receipt of such notice (or such longer later period of time as is reasonably necessary if more than thirty (30) days are reasonably required to complete commence such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samecorrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three ten (310) business days' ’ notice to Landlord and Landlord’s Mortgagee that Tenant is taking such required action (providedexcept that, howeverin cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, that no such additional ten (10) day notice shall not be required in the event of an emergency which threatens life or where there is imminent danger to propertyrequired). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")Landlord, then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented ’s reasonable costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's a detailed invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the deduct from Rent next payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rentinvoice; provided, however, that notwithstanding the foregoing to the contrary, if (ia) Landlord delivers to Tenant within such second ten (10) day period described above (or, in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, prior to Tenant proceeding to undertake the expiration of the Outside Repair Period described aboveparticular repairs and/or maintenance), a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's good faith ’s claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (iib) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s contention that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or deduction from Rent, but Tenant, as its sole remedy, may proceed to institute legal proceedings to determine and collect the amount, if any, of such reimbursement. If Tenant undertakes such repairs and/or maintenance, and such work will affect the electrical, plumbing, HVAC, life-safety and/or mechanical systems of the Building, any structural portions of the Building, the exterior appearance of the Building or any areas of the Building or Complex located outside of the Premises, Tenant shall use only those unrelated third party contractors used by Landlord for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to In the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and event that Landlord fails to undertake such provide the services required under Section 5.2, or Landlord fails to perform any repairs and/or or maintenance within thirty (30) days after receipt required to be furnished by Landlord pursuant to Section 4.2 hereof, and, as a result of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required failure, Tenant’s ability to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) conduct business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there Premises is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth materially affected, in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")any adverse manner, then Tenant shall be entitled to reimbursement give Landlord notice thereof (the “Repair Default Notice”), which shall state with specificity the failure on the part of Landlord. If such failure is not cured by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day periodthe Repair Default Notice, then Tenant shall be entitled have the right to offset against send Landlord a second notice (the Rent payable “Second Repair Default Notice”). In the event such failure is not cured by Landlord within five (5) business days after Landlord’s receipt of the Second Repair Default Notice, then Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued the right to cure such default and charge the reasonable, actual cost thereof to Landlord. Tenant shall utilize only such contractors as are designated by Landlord to perform any work which Tenant has the right to perform under the preceding sentence. Notwithstanding the provisions for giving notice set forth in this Lease, both the Repair Default Notice and the Second Repair Default Notice shall be valid only if given by certified mail, return receipt requested, with copies, also by certified mail, return receipt requested, given to each mortgagee of the Building for which Tenant has been given a notice address. The Second Repair Default Notice shall set forth on the amount of such invoice during first page thereof, in bold, underlined print in at least eighteen (18) point font, the period from and after Tenant's delivery of such invoice following: “This is the second notice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord material default pursuant to the terms lease to Connecture, Inc., at 55 Xxxxx Plaza, and may give rise to a right of this Lease, or (ii) the Tenant to rights of self-help.” The Second Repair Default Notice shall have attached thereto a copy of the Repair Default Notice. If Landlord delivers shall not pay such amount to Tenant, Tenant within thirty (30) days after receipt written request therefor, Tenant shall have the right to off-set such amount against future payments of Base Rental and Additional Rental. Tenant shall indemnify and hold Landlord, its successors or assigns, and any tenant, licensee or invitee of the Project, harmless from and against any and all loss, cost or expense whatsoever, however incurred, by Landlord or such other party, as a result of Tenant's invoice’s wrongful exercise of the rights granted to Tenant in this Section, a written objection including, without limitation, reasonable attorneys’ fees actually incurred by Landlord or any other such party. Any mortgagee shall have the right to cure any default of which Tenant has given notice and Tenant shall accept the curative efforts and shall allow such party access to the payment Premises as is reasonably necessary to effect such cure. Notwithstanding anything to the contrary contained herein, the provisions of such invoice basedSection 4.6, and not this Section 5.4, shall govern and control any circumstances in which Landlord’s failure hereunder is caused by a Casualty.

Tenant’s Self-Help Rights. Notwithstanding anything If Landlord fails to make any repairs or to perform any maintenance required of Landlord pursuant to the contrary set forth terms of this Lease and within Landlord’s reasonable control, and such failure shall persist for an unreasonable time (not less than thirty (30) days except in this Article 7, if Tenant provides the event of an Emergency [as defined below]) after Tenant’s written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or or maintenance (the “Initial Repair Notice”) and unless Landlord has commenced such repairs or maintenance during such period and is diligently pursuing the same, Tenant may (but shall not be required to) following a second written notice (which notice shall have a heading in at least 14-point type, bold and all caps “FAILURE TO RESPOND SHALL RESULT IN TENANT EXERCISING SELF-HELP RIGHTS”) and Landlord’s failure to commence repairs within thirty five (305) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete second notice, perform such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in accordance with the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms provisions of this Lease to be performed by Landlord governing Tenant’s repairs and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonableAlterations, and documented Landlord shall reimburse Tenant in an amount not to exceed $25,000.00 for the reasonable costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made therefor within thirty (30) days after Landlord's ’s receipt of appropriate invoices and back-up documentation. Notwithstanding the foregoing, in the event of an “Emergency”, which is defined as an event which poses the threat of imminent, severe damage to Tenant's invoice ’s employees or invitees, to Tenant’s personal property, or to the functioning of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day periodTenant’s Data Center, then Tenant shall be entitled may pursue such repairs if Tenant is unable to offset against notify Landlord of such Emergency condition after using diligent efforts to notify Landlord, provided that the Rent payable reasonable cost of such repairs does not exceed $25,000.00. All work performed by Tenant under or its agents in accordance with this Lease Section 11(c) must be performed: (x) at a reasonable cost and rate and (y) so as to minimize interference with the amount rights of such invoice together with interest thereon at other tenants to use their premises in the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedBuilding.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 abovethe terms of this Lease, and Landlord fails to undertake such repairs and/or maintenance within a reasonable period of time, given the circumstances, after receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three five (35) days' notice (or an additional two (2) business days' , notice in the event of emergency) to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)action. If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business 5-day period (or 2-day period, as the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) case may be (the "Outside Repair PeriodOUTSIDE REPAIR PERIOD"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon thereon, at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the applicable Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedbased upon Landlord's good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to institute legal proceedings to determine and collect the amount, if any, of such reimbursement. In the event Tenant prevails in such legal proceedings and receives a monetary judgment against Landlord, then Landlord shall pay such judgment to Tenant within thirty (30) days of date such monetary judgment is entered. If such monetary judgment is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary judgment together with interest which shall have accrued on such monetary judgment during the period from and after the day after the date such monetary judgment was received through and including the date that Tenant offsets against the Rent the amount of such monetary judgment, at the Interest Rate. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Systems and Equipment, any structural portions of the Buildings, any common areas of the Real Property or other areas outside the Buildings and/or the exterior appearance of the Buildings or Real Property (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Buildings for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord's consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary any provision set forth in this Article 7Lease to the contrary, if Tenant provides written notice to Landlord (and any mortgagee of Landlord that has theretofore requested, in writing to Tenant, that it requires notice) of an event or circumstance which requires the action of Landlord with respect to the repair and/or maintenance of items for which Landlord is responsible under this Lease and relating to the Premises and those Building Systems serving the Premises only (and not any other portion of the need for repairs and/or maintenance Project), which are Landlord's obligation to perform under Section 7.2 aboveevent or circumstance materially, adversely affects the conduct of Tenant’s business at the Premises, and Landlord fails to undertake commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such repairs and/or maintenance within thirty notice, but in any event not later than ten (3010) business days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same)notice, then Tenant may proceed to undertake such repairs and/or maintenance take the required action upon delivery of an additional three ten (310) business days' days notice to Landlord that Tenant is taking such required action which notice contains the following phrase (provided, however, that no or substantially similar to the following phrase) on page 1 of the additional notice in all capital letters and 12-point boldface type (or it shall not be required in the event of an emergency which threatens life or where there is imminent danger to property). If deemed validly given) “YOUR FAILURE TO COMMENCE THE CURE OF THE REQUIRED ACTION SET FORTH IN THIS NOTICE WITHIN 10 DAYS SHALL ENTITLE THE UNDERSIGNED TO CURE SUCH DEFAULT AT LANDLORD’S EXPENSE WITHOUT FURTHER NOTICE”, and if such repairs and/or maintenance were action was required under the terms of this the Lease to be performed taken by Landlord and are was not performed taken by Landlord prior to the expiration of within such three ten (310) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")period, then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, ’s actual and documented reasonable costs and expenses in performing taking such maintenance and/or repairsaction within 30 days following delivery to Landlord of a copy of the paid invoice therefor detailing the work, the materials used and costs incurred by Xxxxxx. Such However, if either (a) the work so performed by Tenant pertains to items that would otherwise be includable under Direct Expenses pursuant to Article 4 above, then Landlord may include the amount of such reimbursement shall be made in Direct Expenses or (b) Landlord delivers to Tenant within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above’s invoice, a written objection to Tenant's right to receive any the payment of such reimbursement based upon invoice, setting forth with reasonable particularity Landlord's good faith ’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 is not excessive), then Xxxxxx’s sole remedy, Tenant may proceed to claim a default by Landlord under this Lease. In the event Tenant takes such action, Tenant shall use only those contractors used or reasonably approved by Landlord in the Project for such work unless Landlord fails to approve any contractor or such contractors are unwilling or unable to perform, or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly perform similar work in Comparable Projects (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedbut not those contractors reasonably disapproved by Landlord).

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7Section 11, if If Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 11.2 above, and Landlord fails falls to undertake such repairs and/or maintenance within thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may may, at its option and without limiting all other available remedies, proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 11.5 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's a reasonably established period invoice from Tenant of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, period then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's ’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that the amount of offset shall be limited to thirty percent (30%) of each monthly payment of Monthly Rent (provided, however, in all events, Tenant shall be entitled to fully recover such costs during the Term so that the percentage of recovery from Monthly Rent may increase ratably as required in order to fully recover such costs over the remaining Term, provided further, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s, right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to claim a default by Landlord. In the event Tenant undertakes such repairs, Tenant may utilize the services of any qualified contractor reasonably approved by Landlord (which approval shall not be unreasonably withheld, conditioned, or delayed) which normally and regularly performs similar work in comparable buildings in the general vicinity of the Building. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary any provision set forth in this Article 7Lease to the contrary, if at any time (a) Tenant provides written notice prior Notice to Landlord of an event or circumstance that requires the need for action of Landlord with respect to repair and/or maintenance, (b) Landlord is, in fact, required to perform repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 abovethe terms of this Lease or is otherwise in default, and (c) Landlord fails to undertake commence such repairs and/or maintenance action within a reasonable period of time (given the circumstances) after the receipt of such Notice, but in any event not later than thirty (30) days after receipt of such notice Notice (or within five (5) Business Days in the case of an emergency) (provided that, for purposes of this Section 18, to “commence” such longer time action includes any steps taken by Landlord to design, consult, bid or seek permit or other governmental approval in connection with the necessary work so long as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samecontinues the cure in good faith), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of deliver an additional three ten (310) business days' notice ’ Notice to Landlord specifying that the thirty (30)-day period (or five (5)-Business Day period, if applicable) has expired, which Notice shall describe the specific action required and that Tenant is taking intends to take or commence such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)action. If such repairs and/or maintenance were action is required under the terms of this Lease to be performed taken by Landlord and are is not performed taken by Landlord prior to the expiration of within such three ten (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")10)-day period, then Tenant may proceed to take the required action and shall be entitled to reimbursement by Landlord of Tenant's actual’s reasonable and necessary, reasonable, and documented actual out-of-pocket costs and expenses in performing taking such maintenance and/or repairsaction (and only such action as specified in the ten (10)-day Notice given to Landlord). Such reimbursement amounts shall be made reimbursed by Landlord within thirty fifteen (3015) days Business Days after Landlord's receipt from Tenant of Tenant's a detailed invoice setting forth a breakdown of such the costs and expensesexpenses incurred in connection with the action taken by Tenant. If Tenant takes such action, and if Landlord fails to so reimburse Tenant within such 30-day periodwork affects the Systems or the Building structure, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken use only those contractors used by Landlord pursuant to in the terms of this Lease, Building for work on such Systems or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedstructure.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant Xxxxxx provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 7.1, above, and Landlord fails to undertake such repairs and/or maintenance within thirty a reasonable period of time, given the circumstances, after receipt of such notice (30but in no event earlier than fifteen (15) days after receipt of such notice (except in cases where there is an immediate threat of material and substantial property damage or immediate threat of bodily injury, in which case such longer shorter period of time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samereasonable under the circumstances), then Tenant may may, at its option, proceed to undertake such repairs and/or maintenance upon delivery of an additional three five (35) business days' days notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three five (35) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 7.2 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's Xxxxxxxx’s receipt of Tenant's ’s invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day thirty (30)-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's Xxxxxx’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's Xxxxxxxx’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Xxxxxxxx’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such thirty (30)-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to claim a default by Landlord. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Building Structure or Building Systems, any common areas or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Buildings for such work unless such contractors are unwilling or unable to perform such work on a timely basis and at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Xxxxxx takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7provisions of Section 7.1, above, if Tenant provides written notice to Landlord of an event or circumstance which requires the need for repairs action of Landlord with respect to repair and/or maintenance required on any floor of the Building on which the Premises are Landlordlocated, including repairs to the Building Structure and/or Building System located on such floors, which event or circumstance with respect to the Building Structure or Building System materially or adversely affects the conduct of Tenant's obligation to perform under Section 7.2 abovebusiness from the Premises, and if Landlord fails to undertake commence corrective action within a reasonable period of time, given the circumstances, after the receipt of such repairs and/or maintenance written notice, but in any event not later than thirty (30) days after receipt of such written notice, then Tenant may proceed to take the required action upon delivery of an additional five (5) days' prior written 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 Landlord and was not commenced by Landlord within such five (5) day period and thereafter diligently pursued to completion, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action; provided, however, in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises (collectively, "Emergency Repairs"), Landlord shall have only one (1) business day after receipt of such notice or such later period of time as is reasonably necessary to commence such corrective action. In the event Tenant takes such action, Tenant shall use only those contractors used by Landlord in the Building for similar work unless such contractors are unwilling or unable to 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. Promptly following completion of any work taken by Tenant pursuant to the terms of this Section 7.3, Tenant shall deliver a detailed invoice of the work completed, the materials used and the costs relating thereto. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")invoice from Tenant, then Tenant shall be entitled have the right to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses deduct the amount set forth in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the from Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest RateLease, which right shall have accrued on the amount of such invoice during the period from and after be Tenant's delivery of sole remedy in such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; providedinstance. If, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedinvoice, 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), then Tenant shall not then be entitled to such deduction from Rent, but rather, as Tenant's sole remedy, Tenant may proceed to institute arbitration pursuant to Section 7.4 below to determine and collect the amount, if any, of such reimbursement. In the event Tenant prevails in such arbitration and receives a monetary arbitration award against Landlord, then Landlord shall pay such arbitration award to Tenant within thirty (30) days of date such arbitration award is issued. If such arbitration award is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary arbitration award together with interest which shall have accrued on such monetary arbitration award during the period from and after the day after the date such monetary arbitration award was issued through and including the date that Tenant offsets against the Rent the amount of such monetary arbitration award, at the Interest Rate (provided any such offset shall not exceed 75% of the Base Rent due under this Lease in any calendar month).

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if (i) Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 this Lease (including, without limitation, any of Landlord’s obligations under Sections 1.2.1 and 1.2.2 above), and (ii) Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after receipt of such notice (notice, or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samesame (provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have only one (1) business day after receipt of such notice, or such later period of time as is reasonably necessary, to commence such corrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that but no such additional notice shall be required in the event of an any such emergency which threatens life involving imminent threat of serious injury or where there is imminent danger damage to propertypersons or property within the Premises). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (additional 3) -business day notice period (or after the initial notice and repair period set forth in with respect to any such emergency involving imminent threat of serious injury or damage to persons or property within the first sentence of this Section 7.3 in the event of emergencies where no second notice is requiredPremises) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented out-of-pocket costs and expenses paid by Tenant to third parties in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's invoice of from Tenant setting forth such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent next payable by Tenant under this Lease the amount of such invoice together with interest thereon thereon, at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery the expiration of such invoice to Landlord 30-day period through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described abovePeriod, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, then Tenant shall not be entitled to such reimbursement and Landlord and Tenant shall instead either meet in person or communicate by telephone within two (ii2) business days thereafter to confer and attempt to resolve the matter. If Landlord and Tenant resolve such matter, then (A) Landlord delivers and Tenant shall promptly thereafter confirm such resolution in writing, and (B) if such resolution stipulates that Tenant is entitled to Tenantany such reimbursement, then Landlord shall so reimburse Tenant for the stipulated amount within thirty (30) days after receipt the date upon which Landlord and Tenant resolve such matter. If Landlord and Tenant do not resolve such matter within a reasonable period of Tenant's invoicetime after such meeting (but in any event within thirty (30) days after such meeting), a written objection then Tenant shall not be entitled to such reimbursement and either Landlord or Tenant may submit such matter to arbitration pursuant to the payment provisions of Section 7.4 below. If Tenant receives a monetary judgment against Landlord in such arbitration, then Landlord shall pay to Tenant the amount of such invoice basedmonetary judgment to Tenant within thirty (30) days after the date such judgment is issued. If such monetary judgment is not so timely paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary judgment together with interest which shall have accrued on such monetary judgment during the period from and after the day after the expiration of such 30-day period through and including the date that Tenant offsets against the Rent the amount of such monetary judgment, at the Interest Rate. If Tenant undertakes such repairs and/or maintenance, Tenant shall use only those unrelated third party contractors used by Landlord in the Project for such work except (1) in the case of an emergency, in which event Tenant may utilize the services of any other licensed, bonded, qualified and reputable contractor with expertise in the performance of the particular repair and/or maintenance work in question, or (2) if such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7Lease, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation obligations to perform under Section 7.2 abovethis Lease, and Landlord fails to undertake such repairs and/or maintenance within thirty a reasonable period of time, given the circumstances, after receipt of such notice (30but in no event earlier than ten (10) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samenotice), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' day notice to Landlord specifically referencing Tenant's right pursuant to this Section 17.7 and stating that Tenant is taking intends to take such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)action. If such repairs and/or and /or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")Landlord, then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented reasonable costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the deduct from Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rentinvoice; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period within such three (3) business day period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedbased upon Landlord's claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or deduction from Rent, but Tenant, as its sole remedy, may proceed to institute legal proceedings to determine and collect the amount, if any, of such reimbursement. In the event Tenant prevails in such legal proceedings and receives a monetary judgment against Landlord, then Landlord shall play such judgment to Tenant within thirty (30) days of date such monetary judgment is entered. If such monetary judgment is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to deduct from Rent payable under this Lease the amount of such monetary judgment. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the mechanical, electrical or plumbing systems, any structural portions of the Buildings, and/or the exterior appearance of the Building, then Tenant shall use only those unrelated third party contractors used by Landlord in the Buildings for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable buildings.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7Section 11, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 11.2 above, and Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 11.4 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s [Axesstel, Inc.] actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's ’s invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's ’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rentrent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against rent, but Tenant, as its sole remedy, may proceed to claim a default by Landlord. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Building’s systems and equipment, the Base, Shell and Core, any structural portions of the Building, any Common Areas of the Project or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class office buildings in the general vicinity of the Project. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything In the event that either (a) Tenant shall have given Landlord a Landlord Preconstruction Delay Notice for a Landlord Preconstruction Delay and, subject to extension for Tenant Delay and Unavoidable Delay, Landlord shall have failed to commence to cure the contrary set forth Landlord Preconstruction Delay in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or maintenance question within thirty (30) days Business Days after its receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period Preconstruction Delay Notice and thereafter diligently attempts to and without interruption complete same)the performance of same or (b) a Landlord Substantial Completion Delay has occurred and Tenant shall have given Landlord a Landlord Substantial Completion Delay Notice, then Tenant may proceed give Landlord written notice (hereinafter referred to undertake such repairs and/or maintenance upon delivery as a “Self Help Notice”) advising Landlord of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)its failure. If such repairs and/or maintenance were required under Landlord fails to commence to cure the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth Delay in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made question within thirty (30) days Business Days after Landlord's its receipt of such Self Help Notice, Tenant's invoice , in addition to any other remedy it may have, at its option may as agent of such costs the Landlord may perform the Work or any other obligation of Landlord pertaining to the Landlord Delay in question (subject to Section 39(I)) and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against deduct the cost thereof from the Rent to become 31 due and payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's pursuant to Article 2 hereof following delivery of such invoice to Landlord through and including the earlier of reasonable back-up documentation of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; providedcosts incurred. Tenant, however, that notwithstanding shall not be required to exercise the foregoing to the contrary, if self-help right. (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basediii)

Tenant’s Self-Help Rights. Notwithstanding anything to In the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and event that Landlord fails to undertake perform any maintenance or repair obligations of Landlord under this Lease with respect to the Premises (such repairs and/or failure, a “Delayed Repair”), (a) such failure shall continue for a period of twenty-five (25) days after receipt of written notice from Tenant to Landlord (“First Repair Self Help Notice”) or, if such failure cannot reasonably be cured within twenty-five (25) days, then such longer period as may be required for such cure provided that Landlord commences such cure within such twenty-five (25) day period and diligently pursues such cure to completion, and (b) such failure shall continue for three (3) Business Days after receipt of an additional written notice from Tenant to Landlord following the expiration of the period described in clause (a) above (“Second Repair Self Help Notice”), and (c) Landlord has not disputed in writing that it has failed to perform any maintenance or repair obligation of Landlord under this Lease (which written dispute shall be in good faith and shall identify in reasonable detail the basis for such dispute), then Landlord shall reimburse Tenant for the reasonable costs and expenses actually incurred by Tenant in curing such Delayed Repair (the “Repair Costs”) within thirty (30) days after Landlord has received from Tenant an invoice therefor. If Landlord disputes in good faith that it has failed to perform any maintenance or repair obligation, Landlord shall deliver written notice to Tenant of such dispute within twenty (20) days of receipt of the First Repair Self Help Notice. Any Repair Costs so reimbursed to Tenant by Landlord may be included in the Operating Expenses payable by Tenant if and to the extent permitted pursuant to Article 8 above. If Landlord shall fail to make any such notice (or such longer time as is reasonably necessary if more than reimbursement payment within thirty (30) days are after Tenant delivers a written invoice to Landlord reasonably required to complete detailing the costs incurred, and such repairs and Landlord commences such repairs failure is not cured within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three five (35) business days' days after a second (2nd) written notice detailing the same is given to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")Tenant, then Tenant shall be entitled to reimbursement deduct the amounts owed by Landlord from the next monthly installment(s) of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Base Rent payable by Tenant due under this Lease until the amount of such invoice together with interest thereon at the Interest Rate, which shall sums owed have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rentbeen fully repaid; provided, however, that notwithstanding in the foregoing event there then exists a mortgage on the Building of which Tenant has been provided written notice by Landlord, or with respect to which Tenant shall have executed and delivered an SNDA, Tenant may not deduct amounts greater than twenty percent (20%) of the contrarymonthly Base Rent due under this Lease from any single monthly installment of Base Rent, if unless an amount equal to more than twenty percent (i20%) Landlord delivers of the monthly Base Rent due under this Lease remains to Tenant be offset for the last month (or months) prior to the expiration of the Outside Lease Term, in which event Tenant may offset for such month (or months) such amount as is necessary for the entire amount to which Tenant is entitled hereunder to be fully offset upon the expiration of the Lease Term. The First Repair Period described above, Self Help Notice and the Second Repair Self Help Notice each shall include a written objection statement that Tenant intends to Tenant's exercise this right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have self-help and shall identify in reasonable detail the basis for the self-help and the actions Tenant intends to be taken by Landlord pursuant undertake to perform the Delayed Repair. Further notwithstanding anything to the terms of contrary contained in this Lease, or Tenant’s right to perform any such self-help pursuant to this Section 31.2 is conditioned upon strict compliance by Tenant with the following requirements: Tenant shall ensure that (i) all such work shall be performed solely by contractors, subcontractors and design consultants, as applicable, who are bonded, licensed in the Commonwealth of Virginia, qualified and recognized as reputable within their field, (ii) each entity performing such work shall have obtained all insurance covering all persons who will perform such work required by the insurance requirements set forth in Exhibit C-3 hereto, and (iii) all such work shall be performed in a good, workmanlike, first-class and prompt manner, in accordance with rules for contractors set forth in Exhibit D attached hereto, any other reasonable rules for contractors that may be established by Landlord delivers from time to Tenanttime, within thirty and in accordance with all Legal Requirements (30including obtaining any required permit) days after receipt and the requirements of Tenant's invoice, a written objection any insurance company insuring the Building or any portion thereof. Further notwithstanding anything to the payment of such invoice basedcontrary contained in this Lease, the self-help right provided to Tenant under this Section 31.2 shall not be applicable to any repair or maintenance obligations that affect the Building structure or base building systems or common areas.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 abovethe terms of this Lease, and Landlord fails to undertake such repairs and/or maintenance within a reasonable period of time, given the circumstances, after receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same, provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises or the failure of any essential services which Landlord is required to provide to the Premises pursuant to this Lease and which materially interferes with Tenant’s operation of its business in the Premises, Landlord shall have only one (1) business day after receipt of such notice or such later period of time as is reasonably necessary to commence such corrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)action. If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) 5-business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon thereon, at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's ’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to institute arbitration pursuant to Section 26.32 below to determine and collect the amount, if any, of such reimbursement. In the event Tenant prevails in such arbitration and receives a monetary arbitration award against Landlord, then Landlord shall pay such arbitration award to Tenant within thirty (30) days of date such arbitration award is issued. If such arbitration award is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary arbitration award together with interest which shall have accrued on such monetary arbitration award during the period from and after the day after the date such monetary arbitration award was issued through and including the date that Tenant offsets against the Rent the amount of such monetary arbitration award, at the Interest Rate. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Systems and Equipment, any structural portions of the Building, any common areas of the Real Property or other areas outside the Building and/or the exterior appearance of the Building or Real Property (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect (including the contrary set forth in this Article 7provisions of California Civil Code Section 1941 and 1942 and any successor sections or statutes of a similar nature; provided, however, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or perform any maintenance or repair work required of Landlord with respect to the Premises pursuant to Section 7.2 above within thirty (30) days after receipt Landlord receives Tenant’s written notice of the need for such notice repairs or maintenance (or such longer period of time as is reasonably necessary if more than in excess of thirty (30) days are as is reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance necessary based upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration nature of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"work), then Tenant shall be entitled permitted to reimbursement make such repairs or maintenance, using contractors reasonably approved by Landlord, provided (i) the cost of such repairs or maintenance does not exceed $50,000.00, (ii) Tenant first gives Landlord of Tenant's actualan additional two (2) days’ prior written notice indicating that Tenant intends to undertake such repairs or maintenance, and (iii) Landlord fails to commence such repairs or maintenance within such two (2) day period. If Tenant performs any repairs or maintenance as permitted under this Section 7.3, Landlord agrees to promptly reimburse Tenant for the reasonable, actual and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expensesrepairs or maintenance performed by Tenant, and if Landlord fails to so reimburse Tenant within such 30but without any off-day period, then Tenant shall be entitled to offset set rights against the Rent rent or any other amounts payable by Tenant under this Lease Lease. If Tenant performs any such repairs or maintenance pursuant to this Section 7.3, the amount performance of such invoice together repairs or maintenance shall be done in accordance with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms provisions of this LeaseLease including, or (ii) Landlord delivers to Tenantwithout limitation, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedArticle 8 hereof. -12- [Intralase Corp] ARTICLE 8

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary any provision set forth in this Article 7Lease to the contrary, if at any time (a) Tenant provides written notice prior Notice to Landlord of an event or circumstance that requires the need for action of Landlord with respect to repair and/or maintenance, (b) Landlord is, in fact, required to perform repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 abovethe terms of this Lease or is otherwise in default, and (c) Landlord fails to undertake commence such repairs and/or maintenance action within a reasonable period of time (given the circumstances) after the receipt of such Notice, but in any event not later than thirty (30) days after receipt of such notice Notice (or within five (5) Business Days in the case of an emergency) (provided that, for purposes of this Section 18, to “commence” such longer time action includes any steps taken by Landlord to design, consult, bid or seek permit or other governmental approval in connection with the necessary work so long as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samecontinues the cure in good faith), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of deliver an additional three ten (310) business days' notice ’ Notice to Landlord specifying that the thirty (30)-day period (or five (5)-Business Day period, if applicable) has expired, which Notice shall describe the specific action required and that Tenant is taking intends to take or commence such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property)action. If such repairs and/or maintenance were action is required under the terms of this Lease to be performed taken by Landlord and are is not performed taken by Landlord prior to the expiration of within such three ten (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")10)-day period, then Tenant may proceed to take the required action and shall be entitled to reimbursement by Landlord of Tenant's actual’s reasonable and necessary, reasonable, and documented actual out-of-pocket costs and expenses in performing taking such maintenance and/or repairsaction (and only such action as specified in the ten (10)-day Notice given to Landlord). Such reimbursement amounts shall be made reimbursed by Landlord within thirty fifteen (3015) days Business Days after Landlord's receipt from Tenant of Tenant's a detailed invoice setting forth a breakdown of such the costs and expensesexpenses incurred in connection with the action taken by Tenant. If Tenant 739237752.8 16 takes such action, and if Landlord fails to so reimburse Tenant within such 30-day periodwork affects the Systems or the Building structure, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken use only those contractors used by Landlord pursuant to in the terms of this Lease, Building for work on such Systems or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedstructure.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 7.1 above, and Landlord fails to undertake such repairs and/or maintenance within thirty a reasonable period of time, given the circumstances, after receipt of such notice (30but in no event earlier than fifteen (15) days after receipt of such notice (except in cases where there is an immediate threat of material and substantial property damage or immediate threat of bodily injury, in which case such longer shorter period of time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samereasonable under the circumstances), then Tenant may may, at its option and without limiting all other available remedies, proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 7.2 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's ’s invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's ’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to claim a default by Landlord. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Systems and Equipment, the Base, Shell and Core, any structural portions of the Building, any common areas or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Buildings for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class buildings in the Sorrento Mesa area of San Diego, California. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything 42.01 If Tenant believes that Landlord has failed to timely perform any obligation of Landlord pursuant to Article 13 hereof in accordance with the contrary set forth applicable provisions of such Article and same adversely affects Tenant’s use of the Premises (herein called a “Self Help Item”), Tenant may give Landlord a notice (herein called a “Self Help Notice”) of Tenant’s intention to perform such Self Help Item on Landlord’s behalf. If Landlord fails within ten (10) Business Days (or, in this Article 7the case of an emergency, within a reasonable period of time after its receipt of notice from Tenant, taking into account the nature and extent of such emergency and if Tenant provides written notice to has previously notified Landlord in writing of the need for repairs and/or maintenance which are Landlord's obligation such failure to perform under Section 7.2 above, and Landlord fails to undertake any such repairs and/or maintenance maintenance, then within thirty five (305) days Business Days) after its receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required Self Help Notice to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"), then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if either (i) Landlord delivers commence (and thereafter continue to diligently perform) the cure of such Self Help Item or (ii) give a notice to Tenant prior to the expiration of the Outside Repair Period described above, (herein called a written objection to “Landlord’s Self Help Dispute Notice”) disputing Tenant's ’s right to receive any perform the cure of such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord Self Help Item pursuant to the terms of this LeaseArticle 41 (except in the case of an emergency or if the work required to cure the Self Help Item would affect only the Premises and, in Tenant’s reasonable judgment, does not constitute a Material Alteration, in which case Tenant may elect to proceed at its own risk and indemnify, defend and hold harmless Landlord from and against any liabilities incurred by Landlord as a result thereof), Tenant shall have the right, but not the obligation, to commence and thereafter prosecute the cure of such Self Help Item in accordance with the provisions of this Article 42 at any time thereafter, provided that Tenant commences to cure such Self Help Item prior to the date on which Landlord either (x) notifies Tenant that it intends to immediately commence to cure such Self Help Item and promptly commences such cure or (y) gives to Tenant a Landlord’s Self Help Dispute Notice (except in the case of an emergency or if the work required to cure the Self Help Item would affect only the Premises and does not constitute a Material Alteration, in which case Tenant may elect to proceed at its own risk and indemnify, defend and hold harmless Landlord from and against any liabilities incurred by Landlord as a result thereof). The extent of the work performed by Tenant in curing any such Self-Help Item shall not exceed the work that is reasonably necessary to effectuate such remedy and the cost of such work shall be reasonably prudent under the circumstances. Notwithstanding anything to the contrary contained herein, Tenant shall not (except in the case of an emergency or if the work required to cure the Self Help Item would affect only the Premises and not constitute a Material Alteration, in which case Tenant may elect to proceed at its own risk and indemnify, defend and hold harmless Landlord from and against any liabilities incurred by Landlord as a result thereof) be entitled to cure any Self-Help Item if (x) such cure requires access to the premises of other tenants or occupants of the Building unless Tenant shall have first obtained the prior written consent of any such tenant or occupant, or (iiy) Landlord delivers the performance of such cure would affect Building systems outside the Premises that service tenants other than Tenant or in addition to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection Tenant or would impair or disrupt services to the payment tenants of the Building, except to a de minimis extent, unless Tenant shall have first obtained the prior written consent of such invoice basedother tenants of the Building or (z) such cure would affect the structure of the Premises and/or the Building and/or the exterior (including the appearance) of the Building.

Tenant’s Self-Help Rights. Notwithstanding anything any provision to the contrary set forth in this Article 7, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 7.2.1 above, and Landlord fails to undertake commence corrective action within a reasonable period of time, given the circumstances, after receipt of such repairs and/or maintenance within notice (but in no event later than thirty (30) days after receipt of such notice (except in cases where there is an immediate threat of material and substantial property damage or immediate threat of bodily injury, in which case such longer shorter period of time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samereasonable under the circumstances), then Tenant may may, at its option, proceed to undertake such repairs repairs, maintenance and/or maintenance work upon delivery of an additional three five (35) business days' ’ notice to Landlord that Tenant is taking such required action action. Notwithstanding any provision to the contrary contained herein, the initial thirty (provided, however, that no additional 30) day notice and subsequent five (5) business day notice shall not be required in the event of an emergency which threatens life or where there “Emergency” (as that term is imminent danger defined below), and in such case, Tenant shall deliver to propertyLandlord written notice, and in the event Landlord fails to commence corrective action within a reasonable period of time, given the circumstances, after receipt of such notice (but in any event not later than two (2) business days following Landlord’s receipt of such notice), then Tenant may proceed to take the required action. If such repairs repairs, maintenance and/or maintenance work were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to within the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) time periods identified above (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance maintenance, repairs and/or repairswork. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's ’s invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's ’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such thirty (30)-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement, but Tenant, as its sole remedy, may proceed to claim a default by Landlord. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Building Structure or any common areas of the Project or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Building or Project for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in comparable first-class buildings in the Comparable Area. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs. For purposes of this Section 7.2.2, an “Emergency” shall mean an event threatening immediate and material danger to people located in the Building or immediate, material damage to the Building, Building Systems, Building Structure, Improvements, or Alterations, or creates a realistic possibility of an immediate and material interference with, or immediate and material interruption of a material aspect of Tenant’s business operations.

Tenant’s Self-Help Rights. Notwithstanding anything Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect (including the contrary set forth in this Article 7provisions of California Civil Code Section 1941 and 1942 and any successor sections or statutes of a similar nature; provided, however, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or perform any maintenance or repair work required of Landlord with respect to the Premises pursuant to Section 7.2 above within thirty (30) days after receipt Landlord receives Tenant’s written notice of the need for such notice repairs or maintenance (or such longer period of time as is reasonably necessary if more than in excess of thirty (30) days are as is reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then Tenant may proceed to undertake such repairs and/or maintenance necessary based upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration nature of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"work), then Tenant shall be entitled permitted to reimbursement make such repairs or maintenance, using contractors reasonably approved by Landlord, provided (i) the cost of such repairs or maintenance does not exceed $50,000.00, (ii) Tenant first gives Landlord of Tenant's actualan additional two (2) days’ prior written notice indicating that Tenant intends to undertake such repairs or maintenance, and (iii) Landlord fails to commence such repairs or maintenance within such two (2) day period. If Tenant performs any repairs or maintenance as permitted under this Section 7.3, Landlord agrees to promptly reimburse Tenant for the reasonable, actual and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's receipt of Tenant's invoice of such costs and expensesrepairs or maintenance performed by Tenant, and if Landlord fails to so reimburse Tenant within such 30but without any off-day period, then Tenant shall be entitled to offset set rights against the Rent rent or any other amounts payable by Tenant under this Lease Lease. If Tenant performs any such repairs or maintenance pursuant to this Section 7.3, the amount performance of such invoice together repairs or maintenance shall be done in accordance with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to the terms provisions of this LeaseLease including, or (ii) Landlord delivers to Tenantwithout limitation, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice basedArticle 8 hereof. -12- [Intralase Corp]

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 78, if Tenant provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 8.1 above, and Landlord fails to undertake such repairs and/or maintenance within thirty a reasonable period of time, given the circumstances, after receipt of such notice (30but in no event earlier than fifteen (15) days after receipt of such notice, provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, Landlord shall have only two (2) business days after receipt of such notice (or such longer later period of time as is reasonably necessary if more than thirty (30) days are reasonably required to complete commence such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samecorrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three ten (310) business days' ’ notice to Landlord and Landlord’s Mortgagee that Tenant is taking such required action (providedexcept that, howeverin cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, that no such additional ten (10) day notice shall not be required in the event of an emergency which threatens life or where there is imminent danger to propertyrequired). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period")Landlord, then Tenant shall be entitled to reimbursement by Landlord of Tenant's actual, reasonable, and documented ’s reasonable costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's ’s receipt of Tenant's a detailed invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the deduct from Rent next payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rentinvoice; provided, however, that notwithstanding the foregoing to the contrary, if (ia) Landlord delivers to Tenant within such second ten (10) day period described above (or, in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises, prior to Tenant proceeding to undertake the expiration of the Outside Repair Period described aboveparticular repairs and/or maintenance), a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's good faith ’s claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (iib) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Landlord’s contention that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or deduction from Rent, but Tenant, as its sole remedy, may proceed to institute legal proceedings to determine and collect the amount, if any, of such reimbursement. If Tenant undertakes such repairs and/or maintenance, and such work will affect the electrical, plumbing, HVAC, life- safety and/or mechanical systems of the Building, any structural portions of the Building, the exterior appearance of the Building or any areas of the Building or Complex located outside of the Premises, Tenant shall use only those unrelated third party contractors used by Landlord for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in the Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant Xxxxxx provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 7.1, above, and Landlord fails to undertake such repairs and/or maintenance within thirty a reasonable period of time, given the circumstances, after receipt of such notice (30but in no event earlier than fifteen (15) days after receipt of such notice (except in cases where there is an immediate threat of material and substantial property damage or immediate threat of bodily injury, in which case such longer shorter period of time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete samereasonable under the circumstances), then Tenant may may, at its option, proceed to undertake such repairs and/or maintenance upon delivery of an additional three five (35) business days' days notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three five (35) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 7.2 in the event of emergencies where no second notice is required) (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's Xxxxxxxx’s receipt of Tenant's ’s invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day thirty (30)-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's Xxxxxx’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's Xxxxxxxx’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's Xxxxxx’s invoice, a written objection to the payment of such invoice basedbased upon Xxxxxxxx’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such thirty (30)-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to claim a default by Landlord. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Building Structure or Building Systems, any common areas or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Buildings for such work unless such contractors are unwilling or unable to perform such work on a timely basis and at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Xxxxxx takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth in this Article 7, if Tenant Xxxxxx provides written notice to Landlord of the need for repairs and/or maintenance which are Landlord's ’s obligation to perform under Section 7.2 abovethe terms of this Lease, and Landlord fails to undertake perform such repairs and/or maintenance within a reasonable period of time, given the circumstances, after receipt of such notice, but in any event not later than thirty (30) days after receipt of such notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same, provided that in cases of emergency involving imminent threat of serious injury or damage to persons or property within the Premises or the failure of any essential services which Landlord is required to provide to the Premises pursuant to this Lease and which materially interferes with Tenant’s operation of its business in the Premises, Landlord shall have only one (1) business day after receipt of such notice or such later period of time as is reasonably necessary to commence and complete such corrective action), then Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' ’ notice to Landlord that Tenant is taking such required action (provided, however, that but no such additional notice shall be required in the event of an any such emergency which threatens life or where there is imminent danger to propertytype repairs described hereinabove). If such repairs and/or maintenance were required under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) -business day period (with respect to non-emergency type repairs, and the expiration of such 1-business day or the initial notice and repair longer period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) with respect to emergency-type repairs (the "“Outside Repair Period"”), then Tenant shall be entitled to reimbursement by Landlord of Tenant's ’s actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made within thirty (30) days after Landlord's Xxxxxxxx’s receipt of Tenant's invoice of such costs and expenses, and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon thereon, at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's ’s delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to the expiration of the Outside Repair Period described above, a written objection to Tenant's ’s right to receive any such reimbursement based upon Landlord's Xxxxxxxx’s good faith claim that such action did not have to be taken by Landlord pursuant to the terms of this Lease, or (ii) Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's ’s invoice, a written objection to the payment of such invoice basedbased upon Xxxxxxxx’s good faith claim that such charges are excessive (in which case, Landlord shall reimburse Tenant, within such 30-day period, the amount Landlord contends would not be excessive), then Tenant shall not be entitled to such reimbursement or offset against Rent, but Tenant, as its sole remedy, may proceed to institute arbitration pursuant to Section 26.32 below to determine and collect the amount, if any, of such reimbursement. In the event Tenant prevails in such arbitration and receives a monetary arbitration award against Landlord, then Landlord shall pay such arbitration award to Tenant within thirty (30) days of date such arbitration award is issued. If such arbitration award is not so paid, then, notwithstanding any contrary provision of this Lease, Tenant shall be entitled to offset against the Rent payable under this Lease the amount of such monetary arbitration award together with interest which shall have accrued on such monetary arbitration award during the period from and after the day after the date such monetary arbitration award was issued through and including the date that Tenant offsets against the Rent the amount of such monetary arbitration award, at the Interest Rate. In the event Tenant undertakes such repairs and/or maintenance, and such work will affect the Systems and Equipment, any structural portions of the Building, any common areas of the Project or other areas outside the Building and/or the exterior appearance of the Building or Project (or any portion thereof), Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such work unless such contractors are unwilling or unable to perform such work at competitive prices, in which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in Comparable Buildings. Tenant shall comply with the other terms and conditions of this Lease if Xxxxxx takes the required action, except that Tenant is not required to obtain Landlord’s consent for such repairs.

Tenant’s Self-Help Rights. Notwithstanding anything to the contrary set forth If Landlord shall be in default hereunder under this Article 7Section 8.2 or Section 9.1 hereof, if Tenant provides written notice to Landlord of the need which default shall continue for repairs and/or maintenance which are Landlord's obligation to perform under Section 7.2 above, and Landlord fails to undertake such repairs and/or maintenance within thirty (30) days after receipt of such written notice (or such longer time as is reasonably necessary if more than thirty (30) days are reasonably required to complete such repairs and Landlord commences such repairs within such 30-day period and thereafter diligently attempts to complete same), then thereof from Tenant may proceed to undertake such repairs and/or maintenance upon delivery of an additional three (3) business days' notice to Landlord that Tenant is taking such required action (provided, however, that no additional notice in an emergency, Tenant shall be required in the event of an emergency which threatens life or where there is imminent danger to property). If give Landlord only such repairs and/or maintenance were required notice as shall be practicable under the terms of this Lease to be performed by Landlord and are not performed by Landlord prior to the expiration of such three (3) business day period (or the initial notice and repair period set forth in the first sentence of this Section 7.3 in the event of emergencies where no second notice is required) (the "Outside Repair Period"circumstances), then Tenant shall be entitled have the right, but not the obligation, to reimbursement by cure such default, in which event Landlord shall pay to Tenant upon demand, the reasonable cost thereof plus interest at the Lease Interest Rate; provided, however, if such default is not susceptible of Tenant's actual, reasonable, and documented costs and expenses in performing such maintenance and/or repairs. Such reimbursement shall be made being cured within a period of thirty (30) days after Landlord's receipt then as long as Landlord shall commence the curing thereof within such thirty (30) day time period and is proceeding with due diligence to cure the same, Tenant shall not have the aforesaid right. If Landlord shall not reimburse Tenant as provided herein, Tenant shall have the right to deduct the same from any monthly installment or installments of Tenant's invoice of Base Rent due or becoming due under this Lease, until it has been fully reimbursed such costs and expensesinterest, provided that in no event shall any such monthly deduction exceed thirty-five percent (35%) of any installment of Base Rent in effect from time to time. If twelve months or less remain in the Lease Term and if Landlord fails to so reimburse Tenant within such 30-day period, then Tenant shall be entitled to offset against the Rent payable by Tenant under this Lease the amount of such invoice together with interest thereon at the Interest Rate, which shall have accrued on the amount of such invoice during the period from and after Tenant's delivery of such invoice to Landlord through and including the earlier of the date Landlord delivers the payment amounts due to Tenant or the date Tenant offsets such amount against the Rent; provided, however, that notwithstanding the foregoing to the contrary, if (i) Landlord delivers to Tenant prior to would otherwise remain unpaid at the expiration of the Outside Repair Period described aboveLease Term, a written objection to any remaining amounts due hereunder may be deducted in equal monthly installments of the amount then remaining outstanding over the remaining months in the Lease Term. If in Tenant's right to receive any such reimbursement based upon Landlord's good faith claim that such action did not have to be taken by Landlord pursuant to ’s reasonable judgment an emergency shall exist, the terms of this Lease, or (ii) Landlord delivers to Tenant, within aforesaid thirty (30) days after receipt day cure period shall be shortened to such reduced period or eliminated following notice to Landlord, as shall be reasonable in the circumstances prior to Tenant having the right to cure such default. In such an emergency event, Xxxxxx’s notice may be given by telegram, fax transmission or other substitute means of writing. Notwithstanding anything to the contrary contained in this Article, Tenant shall not be entitled to exercise Tenant’s self-help right and to require Landlord to repay or credit to Tenant the costs incurred in connection therewith in the event that Landlord’s failure to make a repair or to provide a service required hereunder results from (i) any installation, alteration or improvement which was not performed by Tenant in a good workmanlike manner; (ii) Tenant’s failure to perform its obligations hereunder; (iii) the negligence or tortuous conduct of Tenant's invoice, a written objection to the payment ; or (iv) an Event of such invoice basedDefault by Xxxxxx.