Common use of TENANT'S SELF-HELP Clause in Contracts

TENANT'S SELF-HELP. (a) Tenant shall have the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to perform such obligation as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for thirty (30) days after a subsequent written notice from Tenant to Landlord (but if more than thirty (30) days are reasonably required to cure, Landlord will be deemed to have cured if it promptly begins to cure within the thirty (30)-day period and then diligently completes the cure as soon as reasonably possible), and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self Help.)

TENANT'S SELF-HELP. (a) Tenant If Landlord shall have default in the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under observance or performance of any material term or provision of this Lease (on Landlord’s part to be observed or performed and Tenant’s ability to use and occupy the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to perform such obligation Premises is materially impaired as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premisesa result thereof, and such failure continues without cure for thirty (30) days after a subsequent written notice from Tenant thereof to Landlord and any Encumbrancer (but such period shall be extended if more than Landlord is using good faith, diligent and commercially reasonable efforts to remedy such default) or such shorter period, if any, as Tenant may reasonably determine to be appropriate in case of an emergency involving an imminent threat to life or property, then, except in the event of such an emergency, Tenant shall deliver a second notice to Landlord and any Encumbrancer (such written notice to expressly state Tenant’s intention to exercise its rights under this Section 20.9), and if Landlord does not commence required repairs or commence such other actions within five (5) business days thereafter as required to remedy such default and the rights of any Encumbrancer to cure such default pursuant to any SNDA has expired, then Tenant, without being under any obligation to do so and without thereby waiving such default, may remedy such default on behalf of Landlord. In performing any work in the Building under this Section 20.9, Tenant shall use contractors approved by Landlord in the past to perform similar work in the Building (unless such contractors are not available to perform on a timely basis, in which case Tenant may utilize the services of any other qualified contractors that typically and regularly perform similar work in Comparable Buildings and shall engage only labor that is harmonious and compatible with other labor working in the Building) and in all events such contractors must at all times maintain the insurance coverage required hereunder of contractors who perform work on behalf of Tenant in the Premises. Notwithstanding the foregoing, Tenant shall not exercise its rights under this Section 20.9 as to any equipment and systems where warranty coverage is in place to the extent Tenant has been given notice of the same. Promptly following completion of any work undertaken by Tenant pursuant to this Section, Tenant shall deliver a detailed invoice of the work completed, the materials used and the reasonable costs relating thereto, an assignment of any and all warranties relating to such work, and an unconditional final lien waiver and release regarding such work. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days are reasonably required after receipt of such invoice and documentation from Tenant, then Tenant shall be entitled to curededuct from Base Rent payable by Tenant under this Lease (or to a credit against the Purchase Price as provided in Section 31.4(d), as applicable) or seek reimbursement from Landlord as provided in Section 3.2.6, the amount set forth in such invoice, commencing with the Base Rent first due and payable at least forty five (45) days after Tenant’s delivery of such invoice. If, however, Landlord will be deemed delivers to have cured if it promptly begins to cure Tenant, within the thirty (30)-day period and 30) days after delivery of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable detail Landlord’s good faith reasons for its claim that such action did not have to be taken by Tenant pursuant to this Lease or that the charges are unreasonable (in which case Landlord shall pay the amount it contends would have been reasonable), then diligently completes Tenant shall not then be entitled to such deduction from Base Rent (or a credit against the cure Purchase Price under Section 31.4(d), as soon applicable) or reimbursement by Landlord as reasonably possible)provided in Section 3.2.6, but, rather, such dispute shall be resolved by arbitration in accordance with the provisions of Section 35.6 hereof. Tenant’s right to perform repair work under this Section 20.9 shall be subject to the rights of any other tenants or other occupants of the Building, and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e.shall indemnify, an imminent and substantial risk of significant additional property damagedefend, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency conditionprotect, and as soon as there no longer is an emergency conditionhold harmless Landlord from and against any and all losses, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3claims, which addresses Tenant's recovery of the reasonable costs costs, damages, liability and expenses incurred by (including without limitation reasonable attorneys’ fees and costs of suit) arising from the negligence or willful misconduct of Tenant in exercising its Right of Self Helpor anyone performing work on Tenant’s behalf.)

TENANT'S SELF-HELP. (a) In addition to, and without limiting Tenant’s other rights contained in this Lease, if Tenant in good faith asserts that Landlord has failed or is failing to perform any of the covenants or agreements to be performed by Landlord under this Lease, including, without limitation, Landlord’s failure to perform any maintenance, repair or restoration obligation, and such failure materially and adversely affects Tenant’s use or occupancy of the Premises, Tenant shall have provide written notice thereof to Landlord and any Landlord’s Mortgagee of which Tenant has been previously notified expressly identifying the right, but not the obligation, to perform an obligation work that Landlord Tenant claims is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) cure such failure. If Landlord fails to perform commence to cure such obligation as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for default within thirty (30) days after a subsequent receipt of Tenant’s notice and thereafter to diligently prosecute such cure to completion, Tenant may, but shall have no obligation to, cure such default on behalf of and at Landlord’s Expense (defined below), using any reasonable means; provided that (a) Tenant shall first give Landlord and any such Landlord’s Mortgagee written notice from Tenant of Tenant’s intention to Landlord commence such self-help, and (but if more than b) such work shall be subject to the applicable terms and conditions of this Lease concerning construction and Alterations. Within thirty (30) days are after demand, Landlord shall reimburse Tenant for the reasonable, documented, out-of-pocket costs reasonably incurred by Tenant to cure Landlord’s default, together with interest at the rate set forth in Section 2.4 above from the date due until the date repaid (such sums and interest being referred to as the “Landlord’s Expense”). If any such Landlord’s Expense is not paid by Landlord to Tenant within thirty (30) days after written demand upon Landlord, then Tenant may withhold and offset Landlord’s Expense from and against any amounts that Tenant may be required to cure, Landlord will be deemed to have cured pay under this Lease as Base Rent (or from Rent more generally if it promptly begins to cure within the thirty necessary as described in subpart (30)-day period and then diligently completes the cure as soon as reasonably possibleb) below), and Tenant provides an additional notice to Landlord such withholding and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within offset shall not constitute a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform pay Rent on the part of Tenant nor shall it constitute a breach or an Event of Default under any other provision of this Lease; provided that in no event shall Tenant be permitted to withhold from Base Rent (or from Rent more generally as the case may be per subpart (b) below) more than (a) twenty-five percent (25%) of the Base Rent due from Tenant for such obligation would result in an emergency condition month or, if such amount is not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails sufficient to perform such obligation within a reasonable period of time after receiving Tenant's notice permit Tenant to recover the full amount of such emergency condition sums and Tenant's intention interest over the remaining Term of this Lease, then, (b) a percentage of Base Rent (or, if necessary, then of Rent more generally) that is sufficient to exercise permit Tenant to recover the Right full amount of Self Help (and in such case Tenant shall exercise its Right Landlord’s Expense over the remaining Term of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self HelpLease.)

TENANT'S SELF-HELP. (a) Tenant If Landlord shall have default in the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under observance or performance of any material term or provision of this Lease (on Landlord’s part to be observed or performed and Tenant’s ability to use and occupy the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to perform such obligation Premises is materially impaired as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premisesa result thereof, and such failure continues without cure for thirty (30) days after a subsequent written notice from Tenant thereof to Landlord and any Encumbrancer (but such period shall be extended if more than Landlord is using good faith, diligent and commercially reasonable efforts to remedy such default) or such shorter period, if any, as Tenant may reasonably determine to be appropriate in case of an emergency involving an imminent threat to life or property, then, except in the event of such an emergency, Tenant shall deliver a second notice to Landlord and any Encumbrancer (such written notice to expressly state Tenant’s intention to exercise its rights under this Section 20.9), and if Landlord does not commence required repairs or commence such other actions within five (5) business days thereafter as required to remedy such default and the rights of any Encumbrancer to cure such default pursuant to any SNDA has expired, then Tenant, without being under any obligation to do so and without thereby waiving such default, may remedy such default on behalf of Landlord. In performing any work in the Building under this Section 20.9, Tenant shall use contractors approved by Landlord in the past to perform similar work in the Building (unless such contractors are not available to perform on a timely basis, in which case Tenant may utilize the services of any other qualified contractors that typically and regularly perform similar work in Comparable Buildings and shall engage only labor that is harmonious and compatible with other labor working in the Building) and in all events such contractors must at all times maintain the insurance coverage required hereunder of contractors who perform work on behalf of Tenant in the Premises. Notwithstanding the foregoing, Tenant shall not exercise its rights under this Section 20.9 as to any equipment and systems where warranty coverage is in place to the extent Tenant has been given notice of the same. Promptly following completion of any work undertaken by Tenant pursuant to this Section, Tenant shall deliver a detailed invoice of the work completed, the materials used and the reasonable costs relating thereto, an assignment of any and all warranties relating to such work, and an unconditional final lien waiver and release regarding such work. If Landlord does not deliver a detailed written objection to Tenant within thirty (30) days are reasonably required after receipt of such invoice and documentation from Tenant, then Tenant shall be entitled to curededuct from Base Rent payable by Tenant under this Lease (or to a credit against the Purchase Price as provided in Section 31.4(d), as applicable) or seek reimbursement from Landlord as provided in Section 3.2.6, the amount set forth in such invoice, commencing with the Base Rent first due and payable at least forty five (45) days after Xxxxxx’s delivery of such invoice. If, however, Landlord will be deemed delivers to have cured if it promptly begins to cure Tenant, within the thirty (30)-day period and 30) days after delivery of Tenant’s invoice, a written objection to the payment of such invoice, setting forth with reasonable detail Landlord’s good faith reasons for its claim that such action did not have to be taken by Tenant pursuant to this Lease or that the charges are unreasonable (in which case Landlord shall pay the amount it contends would have been reasonable), then diligently completes Tenant shall not then be entitled to such deduction from Base Rent (or a credit against the cure Purchase Price under Section 31.4(d), as soon applicable) or reimbursement by Landlord as reasonably possible)provided in Section 3.2.6, but, rather, such dispute shall be resolved by arbitration in accordance with the provisions of Section 35.6 hereof. Tenant’s right to perform repair work under this Section 20.9 shall be subject to the rights of any other tenants or other occupants of the Building, and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e.shall indemnify, an imminent and substantial risk of significant additional property damagedefend, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency conditionprotect, and as soon as there no longer is an emergency conditionhold harmless Landlord from and against any and all losses, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3claims, which addresses Tenant's recovery of the reasonable costs costs, damages, liability and expenses incurred by (including without limitation reasonable attorneys’ fees and costs of suit) arising from the negligence or willful misconduct of Tenant in exercising its Right of Self Helpor anyone performing work on Xxxxxx’s behalf.)

TENANT'S SELF-HELP. (a) Tenant shall have the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to make any repairs or to perform such obligation as any maintenance required of Landlord pursuant to the terms of the Lease and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premiseswithin Landlord’s reasonable control, and such failure continues without cure shall persist for an unreasonable time (not less than thirty (30) days except in the event of an Emergency [as defined below]) after Tenant’s written notice to Landlord of the need for such repairs 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 five (5) days after receipt of such second notice, perform such repairs or maintenance in accordance with the provisions of this Lease governing Tenant’s repairs and Alterations and Landlord shall reimburse Tenant in an amount not to exceed $100,000.00 for the reasonable costs and expenses therefor within thirty (30) days after Landlord’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 customers or employees or Tenant’s personal property, then Tenant may pursue such repairs if Tenant is unable to notify Landlord of such Emergency condition after using diligent efforts to notify Landlord, provided that the reasonable cost of such repairs does not exceed $100,000.00. All work performed by Tenant or its agents in accordance with this Section 8(b)(ii) must be performed: (x) at a subsequent written notice from Tenant to Landlord (but if more than thirty (30) days are reasonably required to cure, Landlord will be deemed to have cured if it promptly begins to cure within the thirty (30)-day period reasonable cost and then diligently completes the cure as soon as reasonably possible)rate, and Tenant provides an additional notice (y) so as to Landlord minimize interference with the rights of other tenants to use their premises in the Project. The rights set forth in this Section 8(b)(ii) are personal to Guidewire Software, Inc. and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so performany Permitted Transferee (as defined in Section 10(h) below). (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self Help.)

TENANT'S SELF-HELP. (a) In addition to, and without limiting Tenant’s other rights contained in this Lease, if Tenant in good faith asserts that Landlord has failed or is failing to perform any of the covenants or agreements to be performed by Landlord under this Lease, including, without limitation, Landlord’s failure to perform any maintenance, repair or restoration obligation, and such failure materially and adversely affects Tenant’s use or occupancy of the Premises, Tenant shall have provide written notice thereof to Landlord and any Landlord’s Mortgagee of which Tenant has been previously notified expressly identifying the right, but not the obligation, to perform an obligation work that Landlord Tenant claims is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) cure such failure. If Landlord fails to perform commence to cure such obligation as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for default within thirty (30) days after a subsequent receipt of Tenant’s notice and thereafter to diligently prosecute such cure to completion, Tenant may, but shall have no obligation to, cure such default on behalf of and at Landlord’s Expense (defined below), using any reasonable means; provided that (a) Tenant shall first give Landlord and any such Landlord’s Mortgagee written notice from Tenant of Tenant’s intention to Landlord commence such self-help, and (but if more than b) such work shall be subject to the applicable terms and conditions of this Lease concerning construction and Alterations. Within thirty (30) days are after demand, Landlord shall reimburse Tenant for the reasonable, documented, out-of-pocket costs reasonably incurred by CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Tenant to cure Landlord’s default, together with interest at the rate set forth in Section 2.4 above from the date due until the date repaid (such sums and interest being referred to as the “Landlord’s Expense”). If any such Landlord’s Expense is not paid by Landlord to Tenant within thirty (30) days after written demand upon Landlord, then Tenant may withhold and offset Landlord’s Expense from and against any amounts that Tenant may be required to cure, Landlord will be deemed to have cured pay under this Lease as Base Rent (or from Rent more generally if it promptly begins to cure within the thirty necessary as described in subpart (30)-day period and then diligently completes the cure as soon as reasonably possibleb) below), and Tenant provides an additional notice to Landlord such withholding and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within offset shall not constitute a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform pay Rent on the part of Tenant nor shall it constitute a breach or an Event of Default under any other provision of this Lease; provided that in no event shall Tenant be permitted to withhold from Base Rent (or from Rent more generally as the case may be per subpart (b) below) more than (a) twenty-five percent (25%) of the Base Rent due from Tenant for such obligation would result in an emergency condition month or, if such amount is not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails sufficient to perform such obligation within a reasonable period of time after receiving Tenant's notice permit Tenant to recover the full amount of such emergency condition sums and Tenant's intention interest over the remaining Term of this Lease, then, (b) a percentage of Base Rent (or, if necessary, then of Rent more generally) that is sufficient to exercise permit Tenant to recover the Right full amount of Self Help (and in such case Tenant shall exercise its Right Landlord’s Expense over the remaining Term of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self HelpLease.)

TENANT'S SELF-HELP. (a) Tenant Landlord shall have the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If be in default hereunder if Landlord fails to perform such any maintenance or repair obligation as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for a period of thirty (30) days after a subsequent Landlord’s receipt of written notice from Tenant (which notice may be oral in the event of an emergency), or such longer period as may be reasonably necessary provided that Landlord commences the maintenance or repair within the thirty (30) day period and thereafter diligently pursues the maintenance or repair to completion. Notwithstanding the preceding sentence, in the event of an emergency (i.e., a condition that poses imminent risk of danger to persons or damage to property), Landlord shall commence its cure of such failure (e.g., engage qualified personnel to confirm the scope of the necessary repair, prepare necessary plans, commence necessary permitting and the like) as soon as reasonably practicable but if more in no event longer than five (5) days after receipt of Tenant’s notice, during which period Tenant may, at its option, take commercially reasonable steps to minimize damage from Landlord’s failure to perform 6 Approved Texas Industrial Lease Form Based On Master Lease Version 22 its maintenance or repair obligation (“Preventative Measures”). If Landlord fails to cure its failure within the applicable timeframes set forth herein, then in addition to the right to perform Preventative Measures, Tenant will have the right to perform Landlord’s maintenance or repair obligation in accordance with this Section. In addition, following Xxxxxx’s performance of the obligation (including performance of any Preventative Measures), Landlord shall reimburse Tenant for all reasonable, out-of-pocket expenses incurred by Tenant in connection therewith, within thirty (30) days are reasonably required to cureafter receipt by Landlord of a list of the costs, Landlord will be deemed to have cured if it promptly begins to cure within together with copies of “paid” receipts and other reasonable and sufficient supporting documentation. In the thirty event that Tenant takes any such action (30)-day period and then diligently completes the cure as soon as reasonably possibleincluding Preventative Measures), and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If work will affect the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise Building’s Structure and/or the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency conditionBuilding’s Systems, Tenant shall not have use only those contractors used or approved by Landlord in the right Building for work on such Building’s Structure or Building’s Systems unless such contractors are unwilling or unable to continue to exercise perform, or timely perform, or perform at a reasonable and competitive cost, such work, in which event Tenant may utilize the Right services of Self Help pursuant to this Subsection any other qualified contractor which normally and regularly performs similar work in other comparable Class-A industrial buildings in the greater Houston industrial market. Landlord shall pay (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of in full) the reasonable costs and expenses incurred invoice provided by Tenant within thirty (30) days after receipt of such invoice, together with reasonable and sufficient supporting documentation; however, if Landlord does not either pay (in exercising its Right full) the invoice provided by Xxxxxx within thirty (30) days after receipt of Self Helpsuch invoice, together with reasonable and sufficient supporting documentation or deliver a detailed written objection to Tenant within fifteen (15) days after receipt of such invoice, together with reasonable and sufficient supporting documentation, then Tenant shall be entitled to deduct from the next accruing installments of Basic Rent payable by Tenant under this Lease, the amount set forth in such invoice until reimbursed in full. [**].)

TENANT'S SELF-HELP. (a) Tenant shall have In the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If event Landlord fails to perform make such obligation repairs as and when are required of Landlord under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for Sections 7.1 or 7.2 within thirty (30) days after a subsequent written notice from Tenant to Landlord and to the holder of any mortgage on the Property specifying the nature of such repairs or if such repairs are of the type which cannot be made within such thirty (but 30) days, then if more than Landlord or the holder of any such mortgage (at the option of such mortgagee) fails to (i) commence making such repairs within thirty (30) days are reasonably after such written notice from Tenant and (ii) thereafter prosecute such repairs to completion with due diligence given the nature of such repairs, then thereafter at any time prior to Landlord's commencing such repairs, Tenant may, but need not, make such repairs and may make a demand on Landlord for payment of the reasonable cost thereof. If within thirty (30) days receipt of such demand, Landlord shall not have paid same, then Tenant shall have the right to bring suit in a court of competent jurisdiction in the Commonwealth of Massachusetts seeking payment of the sum so claimed in Tenant's demand. However, in no event shall Tenant have the right to offset against, withhold or deduct from Annual Fixed Rent, or any Additional Rent or other charge payable under this Lease nor shall Landlord's failure to pay Tenant's demand be a default of Landlord or give Tenant the right to terminate this Lease, Tenant's right being to bring suit as aforesaid. Notwithstanding the provisions of the immediately proceeding paragraph, if the fire or casualty damage to the Premises shall be determined to be such that it cannot be repaired within one (1) year from the Date Repair Work Would Commence and if Tenant or Landlord shall not elect to --- terminate this Lease as provided in this Section 14.1, then unless such restoration is substantially completed within one (1) year from the date that such repair or restoration work commences, Landlord being required to cureuse due diligence as provided in the fourth paragraph of this Section 14.1), such period to be subject, however, to extension where the delay in substantial completion of such work is due to Landlord's Force Majeure, Tenant shall have the right to terminate this Lease at any time after the expiration of such one year (as extended) period until the restoration is substantially completed, such termination to take effect as of the thirtieth (30th) day after the date of receipt by Landlord will be deemed to have cured of Tenant's notice, with the same force and effect as if it promptly begins to cure such date was the date originally established as the expiration date hereof unless, within the such thirty (30)-day 30) day period and then diligently completes the cure as soon as reasonably possible)such restoration is substantially completed, and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving in which case Tenant's notice of its intention to so performtermination shall be of no force and effect and this Lease and the Lease Term shall continue in full force and effect. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self Help.)

TENANT'S SELF-HELP. If (ai) Tenant shall have the right, but not the obligation, Landlord fails to perform an obligation that Landlord is otherwise required to perform any of its obligations under this Lease (the "Right other than by reason of Self Help"Tenant’s acts or omissions or unavoidable delays), which failure (A) under the circumstances set forth below: (i) If Landlord fails to perform such obligation as and when required under this Lease, such failure materially interferes with Tenant's ’s use of the Demised Premises for the conduct of its business activities and (B) Landlord fails to commence to remedy such failure to perform within ten (10) days from the date Tenant notifies Landlord of such failure (which shall be shortened to twenty-four (24) hours in the event of an emergency, as hereinafter defined) and (ii) in the case of any such failure (other than an emergency) (A) Tenant again notifies Landlord after the expiration of such 10-day period of such failure and of Tenant’s intention to cure same, along with an explanation in reasonable detail of how Tenant’s intends to cure the failure and associated expenses, which notice shall specify that such notice is being given in accordance with this Article 24, and shall contain the following statement in capitalized bold type: “IF YOU FAIL TO PERFORM THE OBLIGATION REFERENCED IN THIS NOTICE WITHIN THE TIME PERIOD SPECIFIED IN ARTICLE 24 OF THE LEASE, WE SHALL EXERCISE OUR SELF-HELP REMEDIES UNDER THAT SECTION” and (B) such failure continues for not less than five (5) consecutive days from the date Landlord receives such second notice (except that no such second notice shall be required in an emergency), provided that, in the case of a failure which for causes beyond Landlord’s reasonable control cannot with due diligence be cured within such 5-day period, such 5 day period shall be extended for such period as may be necessary to cure such failure provided that Landlord shall be diligently prosecuting such cure, then at Tenant’s election and as Tenant’s sole remedy (if Tenant elects to exercise its self-help rights hereunder), Tenant may take such actions as may be reasonably necessary to cure such failure as specified in Tenant’s notice, unless Landlord has objected to such action and has specified an alternate cure, and Tenant may offset against the fixed rent thereafter payable by Tenant any reasonable out-of-pocket amount expended by Tenant, but in no event to exceed fifty percent (50%) of the fixed basic rent due under the Lease until fully recouped. Tenant may exercise its self-help remedy provided the performance of same by Tenant (x) takes place exclusively within the Demised Premises, (y) does not affect any space (including the Common Facilities) outside the Demised Premises unless it materially affects Tenant’s ingress and egress to and from the Demised Premises, and (z) does not affect the structure, electrical, HVAC, plumbing or mechanical systems of the Building. (unless such failure continues without cure electrical, HVAC, plumbing or mechanical systems exclusively service the Demised Premises and no other areas of the Building) and provided Tenant furnishes Landlord with copies of paid receipts for thirty (30) days after a subsequent written notice from Tenant to such work along with other supporting documentation as Landlord (but if more than thirty (30) days are may reasonably required to curerequire. For purposes hereof, Landlord will shall be deemed to have cured if it promptly begins commenced to cure within a failure or service interruption if Landlord has begun to take such action as is reasonably practicable under the thirty circumstances (30)-day period and then diligently completes e.g., inspecting the cure as soon as reasonably possiblesituation, calling necessary contractors, etc.), and even thought actual repairs may not have commenced. In the exercise of Tenant’s rights under this Section 24.03, Tenant provides agrees that Tenant shall use only those contractors then on the approved list of contractors for the Building as such list may be furnished from time to time during the Term by Landlord to Tenant. As used herein an additional notice “emergency” shall be deemed to Landlord and Landlord's Mortgagees that it intends be a situation which causes imminent damage to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable person or property or which interferes with Tenant’s conduct of business for the permitted use. In the event Tenant exercises the self help remedies in accordance with this Section 24.03, Tenant hereby agreesthat Tenant’s indemnification set forth in Section 29.02 shall be applicable. If at any time after receiving during Tenant's notice ’s performance of its intention self help remedies under this Section 24.03, Landlord commences to so remedy such failure to perform. , Tenant agrees to cease such actions. In no event shall Tenant have any rights under this Section 24.03 (i) if the failure or service interruption was caused by Unavoidable Delays or any act, omission, negligence or willful misconduct of Tenant or any of its contractors, agents, employees, servants, licensees or invitees or (ii) If if Tenant is in default under this Lease beyond applicable notice and grace periods or (iii) if Xxxx-Xxxx Realty Corporation or an affiliate thereof has an ownership interest in the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent Real Property and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self HelpBuilding.)

TENANT'S SELF-HELP. (aIf Landlord fails to perform any of its repair and maintenance obligations under Paragraph 14(c) or otherwise as required in this Lease, and such failure materially affects Tenant's ability to use and occupy the Premises for the purposes permitted herein, Tenant shall have the right, but not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to perform such obligation as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and repairs and/or maintenance if such failure continues without cure for more than thirty (30) days after a subsequent written notice from Tenant to Landlord; provided, however, that if the nature of the repairs and/or maintenance to be completed by Landlord (but if is such that more than thirty (30) days are reasonably required to curecomplete such repairs and/or maintenance, Landlord will be deemed to shall have cured if it promptly begins to cure within the thirty (30)-day period and then diligently completes the cure such additional time as soon as reasonably possible), and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent is reasonably necessary to remedy the emergency conditioncomplete such repairs and/or maintenance so long as Landlord takes appropriate action to commence such repairs and/or maintenance within such thirty (30) day period and thereafter diligently pursues such repairs and/or maintenance to completion. In such event, and as soon as there no longer is an emergency condition, Landlord shall reimburse Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of for the reasonable costs and incurred by Tenant to complete such repairs and/or maintenance within thirty (30) days after receipt of Tenant's written demand therefor, together with copies of the paid invoices evidencing the costs incurred by Tenant. Any repairs and/or maintenance permitted herein shall be performed in a good workmanlike manner by licensed contractors. If Landlord objects to the repairs and/or maintenance performed or the expenses incurred by Tenant in exercising performing such work, Landlord shall deliver a written notice of Landlord's objection to Tenant within thirty (30) days after Landlord's receipt of Tenant's invoice evidencing the expenses incurred by Tenant. Landlord's notice shall set forth in reasonable detail Landlord's reasons for its Right claim that such repairs and/or maintenance were not required or were not Landlord's obligation in the terms of Self Helpthis Lease and/or the reasons for Landlord's dispute of the expenses incurred by Tenant in performing such work. Upon receipt of such notice, Tenant shall contact Landlord, and the parties shall negotiate in good faith to resolve any conflicts related to work performed and expenses incurred pursuant to this Paragraph 14(d). In no event, however, shall Tenant have the right to set off such sums owing from Landlord against rent payable hereunder.)

TENANT'S SELF-HELP. (a) Tenant shall have the right, but Nit not the obligation, to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to perform such obligation as and when required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for thirty (303()) days after a subsequent written notice from Tenant to Landlord (but if more than thirty (30) days are care reasonably required to cure, Landlord will be deemed to have cured if it promptly begins to cure rare within the thirty (30)-day period and then diligently completes the cure as soon as reasonably possible), and Tenant provides an additional notice to Landlord and Landlord's Mortgagees that it intends to perform such obligation and Landlord and Landlord Mortgagees fail to perform such obligation within a reasonable time after receiving Tenant's notice of its intention to so perform. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right of Self Help pursuant to this Subsection (ii)). (See Section 3 of Addendum #3, which addresses Tenant's recovery of the reasonable costs and expenses incurred by Tenant in exercising its Right of Self Help.)

TENANT'S SELF-HELP. (a) Tenant Notwithstanding anything to the contrary contained in Section 7.2 of this Lease, if Landlord shall have the right, but not the obligation, fail to perform an obligation that Landlord is otherwise required to perform under this Lease (the "Right of Self Help") under the circumstances set forth below: (i) If Landlord fails to perform such obligation as and when any repair obligations required under this Lease, such failure materially interferes with Tenant's business activities in the Premises, and such failure continues without cure for Article VII within thirty (30) days after a subsequent following Tenant’s written request for such repairs, or if Landlord shall fail to perform any repairs required under this Lease of an emergency condition within forty-eight (48) hours’ written notice from Tenant, then Tenant may elect to make such repairs at Landlord’s expense by complying with the following provisions of this Section 7.6. Before making any such repair, Tenant shall deliver to Landlord (but if more than thirty (30) days are reasonably required to cure, Landlord will be deemed to have cured if it promptly begins to cure within the thirty (30)-day period and then diligently completes the cure as soon as reasonably possible), and Tenant provides an additional notice to for the need for such repair (“Self-Help Notice”), which notice shall specifically advise Landlord and Landlord's Mortgagees that it Tenant intends to perform such obligation and exercise its self-help right hereunder. Should Landlord and Landlord Mortgagees fail fail, within ten (10) days following receipt of the Self-Help Notice (or within forty-eight (48) hours following notice in the event of necessary emergency repairs), to perform such obligation within a reasonable time after receiving commence the necessary repair or to make other arrangements reasonably satisfactory to Tenant's notice of its intention to so perform. (ii) If the failure to perform such obligation would result in an emergency condition if not remedied promptly (i.e., an imminent and substantial risk of significant additional property damage, or personal injury or death) and Landlord fails to perform such obligation within a reasonable period of time after receiving Tenant's notice of such emergency condition and Tenant's intention to exercise the Right of Self Help (and in such case then Tenant shall exercise its Right of Self Help only if and to the extent reasonably necessary to remedy the emergency condition, and as soon as there no longer is an emergency condition, Tenant shall not have the right to continue to exercise the Right make such repair on behalf of Self Help pursuant to this Subsection (ii))Landlord. (See Section 3 of Addendum #3, which addresses Tenant's recovery of Landlord shall promptly reimburse Tenant for the reasonable costs of such repairs, but in no event shall Tenant have the right to offset rent against such costs. In the event that the work could affect the Building’s structural, mechanical, electrical, heating, ventilating, air conditioning, life safety or plumbing components or systems, then Tenant shall use only those contractors used by Landlord in the Project for such work. The foregoing requirement shall not apply in cases of emergency if Tenant is unable to obtain such contractors for emergency repair work. If those contractors are unwilling or unable to perform the work, Tenant may retain the services of qualified, reputable and expenses incurred by licensed, bondable contractors with like experience in similar building systems. Tenant in exercising its Right shall be responsible for obtaining any necessary governmental permits before commencing the repair work, and Tenant shall assume the risk of Self Helpany damage, loss or injury resulting from such work.)