Common use of Landlord Default Clause in Contracts

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after LandlordXxxxxxxx’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” "LANDLORD DEFAULT" by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or any Lease (a “Landlord Default”) if Landlord fails to perform an obligation required of Landlord, if anyor to correct a representation or warranty of Landlord made, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof from notice by Tenant to Landlord and the holder of any applicable Facility Mortgageemortgage or deed of trust covering the Property whose name and address have been furnished to Tenant, or specifying the respects in which Landlord has failed to perform such additional period as may be reasonably required obligation, and such holder fails to correct the same, Tenant may declare the occurrence of a “Landlord Default” by perform such obligation within a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses thirty (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before 30)-day period commencing on the expiration of such first thirty (30)-day period; provided, however, that if the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefornature of such obligation is such that more than thirty (30) days are reasonably required for performance or cure, no Landlord Default shall be deemed occur if Landlord or such holder commences performance or cure within its thirty (30)-day cure period and thereafter diligently prosecutes the same to completion. In no event may Tenant terminate this Lease or withhold the payment of rent or other charges provided for in this Lease as a result of a Landlord Default, unless Tenant first obtains a judicial order expressly authorizing Tenant to do so pursuant to a judicial proceeding, notice of which has been given to Landlord by personal service as required by the Utah Rules of Civil Procedure for such proceeding. Subject to the foregoing provisions of this Paragraph 16.4 and to the provisions of Paragraph 22.8, in the event of a Landlord Default, Tenant shall have occurred the right to pursue all rights and remedies (legal and equitable) available to Tenant under Utah law. Notwithstanding the foregoing portion of this Paragraph 16.4, on receipt of any notice of default from Tenant, Landlord shall promptly commence, and thereafter diligently prosecute to completion, the cure of such default, whether or not Tenant gives notice of such default to the holder of any mortgage or deed of trust covering the Property whose name and address have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, been furnished to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Tenant.

Landlord Default. If Landlord shall default in the performance fail to pay when due any amounts required to be paid by Landlord under this Lease or observance of to observe any of its the covenants or obligations set forth in on Landlord's part to be performed under this Agreement Lease or to comply with any obligation other provisions of this Lease, such act or omission shall constitute a default by Landlord under this Lease. In the event of a default by Landlord, Tenant may give written notice to Landlord and if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Landlord thereafter fails to this Agreement, and cure any such default shall continue for a period involving the payment of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute money within ten (10) days after Landlord’s Notice the date on which such notice was given, or if the default involves some act or omission other than the payment of disputemoney and shall not be cured within thirty (30) days after the date on which such notice was given (provided, either may submit however, if the matter for resolution default involves some act or omission other than the payment of money which cannot be cured within thirty (30) days after the date on which such notice was given, Tenant shall not exercise any of its remedies unless the cure thereof is not undertaken promptly within such period and thereafter expeditiously completed), then Tenant may, at Tenant's option, perform any such term, provision or condition and any payments made by Tenant in accordance connection therewith shall be immediately due and owing by Landlord to Tenant, and Tenant shall have the right to deduct the amount thereof, together with Article 22the interest at the maximum legal rate thereon, from the Fixed Rents then due or thereafter coming due under this Lease. In addition, Tenant shall have a right to terminate this Lease or exercise any other remedies available to it under Texas law.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for have a period of thirty (30) days after Notice thereof from the date of written notice from Tenant within which to cure any default of Landlord under this Lease; provided, however, that with respect to any default that cannot reasonably be cured within thirty (30) days, the default shall not be deemed to be uncured if Landlord commences to cure within thirty (30) days from Tenant’s notice and continues to prosecute diligently the curing thereof to completion. Tenant agrees to deliver to any Mortgagee a copy of any Notice of Default served upon the Landlord in the manner prescribed by Paragraph 26 hereof, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional thirty (30) days (provided that Tenant notifies Mortgagee concurrently with Tenant’s notice to Landlord and any applicable Facility Mortgageeat the beginning of Landlord’s thirty (30) day period; otherwise Mortgagee shall have sixty (60) days from the date on which it is noticed) within which to cure such default or if such default cannot be cured within that time, or then the cure period shall be extended for such additional period time as may be reasonably required necessary to correct cure such default if within such applicable period Mortgagee has commenced and is diligently pursuing the sameremedies necessary to cure such default (including, Tenant may declare the occurrence but not limited to, commencement of a “Landlord Default” by a second Notice foreclosure proceedings, if necessary to Landlord and to effect such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcure), in reasonable detail, which event the basis therefor, no Landlord Default Lease shall not be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any terminated while such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remedies are being so diligently pursued.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Xxxxxx agrees to give any Mortgagee (as defined in Section 21), by registered mail or recognized overnight courier service, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be provided in this Agreement Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty-(30)-day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to terminate this Agreement such default while such cure and remedies are being diligently pursued by such Mortgagee. If Landlord or Mortgagee, as applicable, fails to cure within said notice and cure periods, and such failure renders a material portion of the Premises untenantable, Tenant shall have the right to deliver to Landlord or Mortgagee a second written notice indicating Tenant’s intent to exercise self-help (a “Self-Help Notice”), and if such failure to cure shall continue for more than three (3) Business Days after receipt of such Self-Help Notice, Tenant shall have the right (but not the obligation) to perform such obligation on Landlord’s account; provided, however, Xxxxxx’s right to cure any default by Landlord hereunder or Mortgagee shall be limited to repairs solely within the interior of the Premises that do not adversely affect the Base Building or the exterior of the Building and no rightdo not adversely impact the operations of other tenants or occupants of the Building. Landlord shall reimburse Tenant, within thirty (30) days after receipt of an invoice, for any the reasonable amounts expended by Xxxxxx in performing such defaultobligation. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to offset or counterclaim against any terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges due hereunderunder this Lease xxxxx based upon any default by Landlord of its obligations under the Lease. If In no event shall Landlord shall in good faith dispute the occurrence of or any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

Landlord Default. If Landlord shall not be in default or liable for damages under this Lease unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any no event shall such default shall failure continue for a period of more than thirty (30) days after Notice thereof written notice from Tenant specifying the nature of Landlord’s failure; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate or cancel this Lease or to withhold or xxxxx rent or to set off any Claims against Rent as a result of any default or breach by Landlord of any of its covenants, obligations, representations, warranties or promises hereunder, except as may otherwise be expressly set forth in this Lease. In the event that Landlord shall fail or neglect to keep and perform any applicable Facility Mortgageeof the covenants, conditions and agreements contained herein, and such failure or neglect is not remedied within thirty (30) days (or such additional period as is either otherwise provided herein or as may reasonably be reasonably required to correct the samefailure or neglect with the exercise of due diligence) after receipt of written notice from Tenant specifying the failure or neglect, then Tenant may declare shall have all rights at law and in equity and Tenant shall be entitled to seek monetary damages from Landlord for such failure or neglect. Notwithstanding anything to the occurrence of a “contrary contained in this Lease, if Landlord Default” by a second Notice is in default under this Lease and any applicable Security Holder has also failed to Landlord and cure such default within the cure period specified in Section 18.2, Tenant, in addition to such Facility Mortgagee. Thereafterpursuing any or all other remedies at law or in equity, Tenant may forthwith shall have the right to take commercially reasonable actions to cure the same Landlord’s default and, subject if Landlord fails to reimburse Tenant for the provisions of the following paragraphreasonable out-of-pocket costs, invoice Landlord for costs fees and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing taking such curative actions, within thirty (30) days after demand therefor, accompanied by supporting evidence of the sameexpenses incurred by Tenant where applicable, together with interest thereon Tenant (i) shall have the right to offset such amount from Base Rent (subject to the extent permitted following paragraph), or (ii) may bring an action for damages against Landlord to recover such costs, fees and expenses, and reasonable attorney’s fees incurred by law) from Tenant in bringing such action for damages. Notwithstanding the date Landlord receives foregoing, in the event Landlord’s default is materially interfering with the operation of Tenant’s invoice until paid, business at the Overdue Rate. Premises for more than seventy-two (72) hours, Tenant shall have no the right to terminate this Agreement for any cure such default by on Landlord’s behalf upon the expiration of such 72-hour period; provided, however, the foregoing right to cure shall not apply if Landlord hereunder commences to cure such default within said 72-hour period and no rightthereafter diligently pursues such cure to completion. If Tenant desires to exercise the right of offset described in the preceding paragraph, for any Tenant shall deliver a written notice (“Tenant’s Offset Notice”) to Landlord stating its intent to exercise the offset right and shall not begin exercising the offset right until thirty (30) days after delivery of such default, to offset or counterclaim against any Rent or other charges due hereundernotice. If Landlord delivers a written notice to Tenant within fifteen (15) days after receipt of Tenant’s Offset Notice contesting Tenant’s right to offset the amounts specified in Tenant’s Offset Notice (with an explanation of Landlord’s objections), Tenant shall in good faith not offset any Base Rent payment until the dispute the occurrence of any is resolved. If Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof objects to Tenant’s offset right, setting fortheither party may commence litigation in an appropriate forum to resolve the dispute; provided, in reasonable detail, the basis therefor, no that Tenant or Landlord Default shall be deemed may elect to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofsuch dispute resolved through binding arbitration described below. If Tenant either (a) obtains a written decision from the arbitration tribunal in the arbitration proceeding confirming Landlord’s obligation to reimburse Tenant, or (b) obtains a judgment as a result of the litigation against Landlord confirming Landlord’s obligation to reimburse Tenant, then Tenant may offset the amount of such judgment or decision against Base Rent. Any dispute relating to Tenant’s right to offset against Base Rent amounts owed to Tenant by Landlord may, at Tenant’s or Landlord’s election, be resolved by expedited arbitration as follows: the dispute shall be resolved by a single arbitrator before the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules of the AAA modified as follows: (i) the total time from date of demand for arbitration to final award shall not exceed forty-five (45) days; (ii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iii) the time, date, and Landlord place of the hearing shall failbe set by the arbitrator in his or her sole discretion, in good faith, to resolve any such dispute provided that there shall be at least ten (10) Business Days prior notice of the hearing; (iv) there shall be no post-hearing briefs; (v) there shall be no discovery except by order of the arbitrator; and (vi) the arbitrator shall issue his or her award within ten (10) days Business Days after Landlord’s Notice the close of disputethe hearing. The arbitration shall be held in the county in which the Premises are located. The decision of the arbitrator shall be final and binding on the parties and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The fees and expenses of the arbitrator shall be paid by the non-prevailing party. Notwithstanding anything to the contrary contained herein, either may submit in no event shall Tenant be permitted to offset more than twenty-five percent (25%) of each monthly installment of Base Rent unless a greater deduction is required to fully recover the matter for resolution in accordance with Article 22amount by the end of the Lease Term.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of unless Landlord fails to perform its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant notice by Tenant, specifying wherein Landlord has failed to perform; provided, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, Landlord shall not be in default if Landlord commences performance within thirty (30) days of Tenant's notice and any applicable Facility Mortgageethereafter diligently completes performance within a reasonable time. Tenant's rights under this Lease shall be limited to actions for damages and/or specific performance, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder shall entitle Tenant to withhold or offset rent, terminate this Lease or to engage in self-help remedies, provided only as follows: If Landlord is in default under this Lease, and no rightsuch default materially adversely affects Tenant's ability to do business from the Premises, and Landlord fails to cure such default within a commercially reasonable time for any emergencies and otherwise within thirty (30) days after written notice from Tenant (provided that if such default cannot be cured with 30 days, then if Landlord fails to commence to cure with 30 days and diligently pursue such cure to completion), then Tenant shall, upon two (2) business days prior written notice to Landlord of Tenant's intent to cure the default, be entitled to offset or counterclaim against any Rent or other charges due hereundercure the default and the reasonable cost of cure shall be reimbursed by Landlord to Tenant with thirty (30) days of invoice therefor. If Landlord shall in good faith dispute the occurrence of fails to make such reimbursement, then any Landlord Default issues relating to such default and Landlordcure shall, at either party's election, be resolved by a single-arbitrator before the expiration American Arbitration Association ("AAA") under the Arbitration Rules of the applicable cure period, AAA modified as follows: (i) the total time from date of demand for arbitration to final award shall give Notice thereof to Tenant, setting forth, in reasonable detail, not exceed 25 days; (ii) the basis therefor, no Landlord Default arbitrator shall be deemed chosen by the AAA without submittal of lists and subject to have occurred challenge only for good cause shown; (iii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iv) the time, date, and Landlord place of the hearing shall have be set by the arbitrator in his or her sole discretion, provided that there be at least 3 days prior notice of the hearing; (v) there shall be no obligation with respect thereto until final adverse determination thereof. If Tenant post-hearing briefs; (vi) there shall be no discovery except by order of the arbitrator; and Landlord (vii) the arbitrator shall fail, in good faith, to resolve any such dispute issue his or her award within ten (10) 7 days after Landlord’s Notice the close of dispute, either the hearing. The arbitration shall be held in the county in which the Premises is located. The decision of the arbitrator shall be final and binding on the parties and judgment on the award rendered by the arbitrator may submit be entered in any court of competent jurisdiction. The fees and expenses of the matter for resolution arbitrator shall be paid half by Landlord and half by Tenant unless the arbitrator decides otherwise in accordance its discretion. The parties shall each hold harmless and indemnify the arbitrator from any claims arising in connection with Article 22the arbitration.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or any Lease (a “Landlord Default”) if Landlord fails to perform an obligation required of Landlord, if anyor to correct a representation or warranty of Landlord made, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof from notice by Tenant to Landlord and the holder of any applicable Facility Mortgageemortgage or deed of trust covering the Property whose name and address have been furnished to Tenant, or specifying the respects in which Landlord has failed to perform such additional period as may be reasonably required obligation, and such holder fails to correct the same, Tenant may declare the occurrence of a “Landlord Default” by perform such obligation within a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses thirty (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before 30)-day period commencing on the expiration of such first thirty (30)-day period; provided, however, that if the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefornature of such obligation is such that more than thirty (30) days are reasonably required for performance or cure, no Landlord Default shall be deemed occur if Landlord or such holder commences performance or cure within its thirty (30)-day cure period and thereafter diligently prosecutes the same to completion. In no event may Tenant terminate this Lease or withhold the payment of Rent or other charges provided for in this Lease as a result of a Landlord Default, unless Tenant first obtains a judicial order expressly authorizing Tenant to do so pursuant to a judicial proceeding, notice of which has been given to Landlord by personal service as required by the Utah Rules of Civil Procedure for such proceeding. Subject to the foregoing provisions of this Paragraph 16.4 and to the provisions of Paragraph 22.8, in the event of a Landlord Default, Tenant shall have occurred the right to pursue all rights and remedies (legal and equitable) available to Tenant under Utah law. Notwithstanding the foregoing portion of this Paragraph 16.4, on receipt of any notice of default from Tenant, Landlord shall promptly commence, and thereafter diligently prosecute to completion, the cure of such default, whether or not Tenant gives notice of such default to the holder of any mortgage or deed of trust covering the Property whose name and address have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, been furnished to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Tenant.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant have failed to this Agreement, and any cure such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant (provided, if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure such failure within such thirty (30) day period, and any applicable Facility Mortgageethereafter diligently pursues to cure such failure to completion), or such Mortgagee shall have an additional thirty (30) days within which to cure such default, but shall not be obligated to cure such default. If such default cannot be cured within such thirty- (30)-day period, then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Landlord shall be in default in under this Lease if Landlord fails to (a) pay to Tenant any amount required to be paid by Landlord to Tenant hereunder (including, without limitation, any allowances payable to Tenant under this Lease) within the performance time period specified herein, and such failure continues for five (5) days following Tenant’s written notice to Landlord; or observance of (b) perform any of its covenants or other obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, hereunder and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from Tenant delivers to Landlord written notice of such failure (or three business days if Tenant reasonably believes that the situation in question is an emergency); however, Landlord shall use all commercially reasonable efforts to commence such cure as soon as reasonably practicable following Tenant’s written notification. If the non-monetary default in question is not an emergency, if Landlord has exercised reasonable diligence to cure such failure and any applicable Facility Mortgageesuch failure cannot be cured within such 30 day period despite reasonable diligence, or such additional period as may Landlord shall not be reasonably required in default under this subparagraph unless Landlord fails thereafter diligently and continuously to correct prosecute the samecure to completion. If Landlord fails to perform its non-monetary obligations within the time periods set forth in this Section 14.2, then Tenant may declare the occurrence of a “perform such obligations and Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together connection with interest thereon performing such obligations within thirty (to the extent permitted by law30) from the date Landlord receives days after Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderwritten demand therefor. If Landlord shall fails to reimburse Tenant the amount owed pursuant to this Section within the time period set forth in good faith dispute this Section, or if Landlord fails within the occurrence time period specified by this Section to pay any amounts described in clauses (a) and (b) of any this Section 14.2, Tenant may file suit against Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22recover its actual charges.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant shall provide a copy of any notice of default given to Landlord to Landlord’s mortgagee and Landlord’s mortgagee shall have the right to cure any applicable Facility Mortgageesuch default on behalf of the Landlord within thirty days after the receipt of such notice, or provided, however, if the nature of Landlord’s obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord’s mortgagee shall commence such performance within such thirty (30) day period as may be reasonably required and thereafter diligently pursues the same to correct the samecompletion. Upon any such default by Landlord (following such notice and opportunity to cure) under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity, invoice Landlord for costs provided, however, except as expressly provided in SECTIONS 11.1, and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same13.1, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to offset or withhold the payment of Rent or to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute Lease as the occurrence result of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22default.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord DefaultLANDLORD DEFAULT” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article ARTICLE 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or express obligations set forth in this Agreement or Lease (subject to any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not applicable notice and cure periods) and such default affects Tenant’s obligation pursuant to this Agreement, and any such default shall continue use of the Premises for a period of thirty (30) days after Notice written notice thereof from Tenant (or, if such default cannot reasonably be cured within such thirty (30) day period, such longer period as is reasonably required under the circumstances so long as Landlord has in good faith commenced such cure within such thirty (30) day period and thereafter prosecutes the same with reasonable diligence to completion), then Tenant may (but shall not be obligated) immediately or at any time thereafter, upon written notice to Landlord, perform the obligation of Landlord under this Section 8.19, provided that all work to perform the obligation (x) is performed solely within the Premises, (y) does not affect any equipment or facilities serving other tenants (if any) and (z) is performed in a good and workmanlike manner by a contractor experienced in the applicable discipline. If Tenant, in connection therewith, makes any expenditure or incurs any obligations for the payment of money, then Landlord shall reimburse Tenant all sums so paid or incurred, within thirty (30) days after written demand to Landlord therefor accompanied by reasonable back-up documentation. In the event that Landlord has not reimbursed such amounts to Tenant within such thirty (30) day period, then Tenant may receive a credit against Annual Fixed Rent due under this Lease pursuant to the express provisions of this Section 8.19. After the expiration of such thirty (30) day period after Tenant has demanded reimbursement for such sums, Tenant shall provide written notice that Landlord has not reimbursed such amounts to Landlord and any applicable Facility Mortgageemortgagee of Landlord of whom Tenant has been given written notice (and such notice from Tenant to such mortgagee shall include, or at a minimum, the amount due to Tenant as well as a copy of Tenant’s original reimbursement request to Landlord [including the back-up documentation submitted therewith]). If such additional period reimbursement has not been paid to Tenant within thirty (30) days after Landlord and, if applicable, such mortgagee(s) have been given such notice, then Tenant shall receive a credit against the following payment of Annual Fixed Rent due to Landlord equal to the amount of such unpaid reimbursement; provided that (x) in the event Landlord disputes in good faith any amounts claimed by Tenant, Tenant shall not be entitled to a credit with respect to such disputed amounts (but may receive a credit with respect to any amounts not in dispute) until the dispute is resolved by arbitration as set forth below and (y) such credit shall not exceed twenty percent (20%) of the amount of Annual Fixed Rent due for any given month (provided that Tenant may be reasonably required provided such credit for multiple months until Tenant has received the full amount of credit due). In the event that Tenant is entitled to correct such a credit, and Tenant has not been provided such credit due to the samelimitation set forth in clause (y) of the foregoing sentence, then Landlord shall pay the amount of such credit to Tenant may declare within thirty (30) days after the occurrence expiration the Term or the earlier termination of a “Landlord Default” this Lease (provided that such payment to Tenant shall be reduced by a second Notice any outstanding amounts due to Landlord from Tenant at such time). If Landlord disputes in good faith any amount claimed by Tenant under this Section 8.19, and if such dispute has not been settled by agreement, either party may submit the dispute to such Facility Mortgagee. Thereafter, Tenant may forthwith cure arbitration in accordance with the same commercial arbitration rules of the American Arbitration Association within thirty (30) days after Tenant’s second written demand for reimbursement was submitted to Landlord and, subject to if applicable, Landlord’s mortgagee(s). The arbitration panel shall consist of one (1) person selected by each of Landlord and Tenant, and a third arbitrator jointly selected by the provisions first two arbitrators. The arbitration shall be conducted in Boston, Massachusetts. None of the following paragraph, invoice arbitrators shall have a then existing contractual or attorney-client relationship with Landlord for costs or Tenant. The arbitrators shall render a written decision stating the reasons therefor. The decision of the arbitrators shall be final and expenses (including reasonable binding on Landlord and Tenant and judgment thereon may be entered in any court of competent jurisdiction. The prevailing party in such proceeding shall be entitled to claim and collect its reasonably incurred third-party attorneys’ fees and court costs) in connection with such arbitration from the other party, as well as any reasonable costs incurred by Tenant in curing the same, together with interest thereon (on account of payment to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22three arbitrators.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligation required to be performed by Landlord pursuant to this Lease (including, without limitation, the failure to cause Master Landlord to provide and/or perform any services and obligations as set forth in this Agreement Lease) if (i) in the event a failure by Landlord is with respect to the payment of money, or any is in connection with Section 23.19 below, Landlord fails to perform such obligation in question within ten (10) business days after the receipt of written notice from Tenant specifying in reasonable detail Landlord’s failure to perform; or (ii) in the event a failure by Landlord is other than (i) above, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s Landlord fails to perform such obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in reasonable detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the samedefault by Landlord under this Lease, Tenant may declare the occurrence exercise any and all of a “its rights and remedies provided at law and/or in equity. In addition, upon any uncured monetary default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure offset such amounts against the Rent next due and payable under this Lease so long as such failure to make such Meet Me Room Sublease payment continues for an additional ten (10) business days after notice from Tenant that Tenant intends to exercise such offset right under this Section 18.3. Further, if Landlord fails to pay any monetary amounts payable under the Service Provider Agreement as and when due thereunder (which payment is not timely disputed by Landlord in the manner permitted under the Service Provider Agreement), and such failure continues for more than ten (10) business days after written notice from Tenant that the same andwas not paid when due, subject to then Tenant may offset such unpaid and undisputed amounts against the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (Rent next due an payable under this Lease to the extent permitted by law) from in the date Service Provider Agreement. If Master Landlord receives fails to perform any of its obligations under the Master Lease, or if Landlord otherwise fails to cause Master Landlord to perform the obligations required under this Lease (including, without limitation, as a result of any bankruptcy proceeding involving Master Landlord or Landlord as the debtor), then, without limiting any of Tenant’s invoice until paidother rights or remedies, at Tenant shall be subrogated to any rights and/or claims Landlord may have against Master Landlord and/or any of the Overdue Rate. Master Landlord Parties in connection therewith (and, without limiting the foregoing Tenant shall have no right to terminate this Agreement all other subrogation and similar rights as may be available at law and/or in equity). Notwithstanding the foregoing, Landlord shall not be liable for any default by Landlord hereunder and no rightindirect, for any such defaultspecial, to offset punitive or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease if Landlord fails to: (a) pay any obligation of LandlordLandlord under this Lease or any mortgage, if anytrust deed, under any agreement judgment, assessment, tax or other encumbrance affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute Premises within ten (10) days after receipt of notice from Tenant stating the obligation Landlord has failed to pay; or (b) perform any other act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant (provided that if the obligation is such that it is not capable of being cured with said 30-day period Landlord shall not be in default hereunder if it commences to cure such breach within thirty (30) days after receipt of notice from Tenant stating the obligation Landlord has failed to perform, and thereafter Landlord diligently pursues the required performance to completion). In the event of a default by Landlord’s Notice , Tenant may pay or perform any obligation of disputeLandlord, either in addition to the right to exercise all other legal and equitable remedies of Tenant. If Tenant elects to pay or perform any Landlord obligation, Landlord shall, within ten (10) days of demand, reimburse Tenant the full amount paid or costs or expenses so incurred by Tenant. If Landlord fails to timely pay or reimburse Tenant for any amount owed to Tenant under this Lease by Landlord (including any indemnification obligation under Section 11.3, Section 29 or Section 30 hereof), Tenant may submit offset the matter for resolution amount so owed or to be reimbursed against Rent along with interest at the Interest Rate plus three (3) percent until paid in accordance with Article 22full. Any such deduction or offset shall not constitute a default in the payment of Rent unless Tenant shall fail to pay the amount of such deduction to Landlord within thirty (30) days after final adjudication that such amount is owing to Landlord.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for have a period of thirty (30) days after Notice thereof from the date of written notice from Tenant within which to cure any default of Landlord under this Lease; provided, however, that with respect to any default that cannot reasonably be cured within thirty (30) days, the default shall not be deemed to be uncured if Landlord commences to cure within thirty (30) days from Tenant's notice and continues to prosecute diligently the curing thereof. Tenant agrees to deliver to any Mortgagee a copy of any Notice of Default served upon the Landlord in the manner prescribed by Paragraph 26 hereof, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee shall have an additional thirty (30) days (provided that Tenant notifies Mortgagee concurrently with Tenant's notice to Landlord and any applicable Facility Mortgageeat the beginning of Landlord's thirty (30) day period; otherwise Mortgagee shall have sixty (60) days from the date on which it is noticed) within which to cure such default or if such default cannot be cured within that time, or then such additional period time as may be reasonably required necessary to correct cure such default shall be granted if within such applicable period Mortgagee has commenced and is diligently pursuing the sameremedies necessary to cure such default (including, Tenant may declare the occurrence but not limited to, commencement of a “Landlord Default” by a second Notice foreclosure proceedings, if necessary to Landlord and to effect such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcure), in reasonable detail, which event the basis therefor, no Landlord Default Lease shall not be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any terminated while such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remedies are being so diligently pursued.

Landlord Default. If Landlord shall default fail to comply with its repair and maintenance obligations with respect to the Premises (a “Self-Help Item”), and such failure materially interferes with Tenant’s ability to use the Premises, then Tenant may give Landlord a written notice (a “Self-Help Notice”) of Tenant’s intention to perform Landlord’s obligations with respect to such Self-Help Item on Landlord’s behalf, which notice shall contain a statement in bold type and capital letters stating “THIS IS A SELF-HELP NOTICE” as a condition to the performance effectiveness thereof. If, within five (5) calendar days after receipt of a Self-Help Notice, Landlord fails to respond to the Self-Help Notice or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, commence the performance of the applicable repair and maintenance obligation, then Tenant may, at its option, but shall not be obligated to, remedy such default. All actual and reasonable sums expended or obligations incurred by Tenant in connection therewith shall be paid by Landlord to Tenant upon demand, and if Landlord fails to reimburse Tenant within 30 days after receipt of an invoice, Tenant may, in addition to any other right or remedy that Tenant may have, deduct such amount from subsequent installments of Rent and/or other amounts which from time to time become due to Landlord until such amount is not fully recovered by Tenant. All work performed by Tenant under this section must be performed at a commercially reasonable cost. If any proposed actions by Tenant will affect the electrical, plumbing, HVAC, mechanical, or other systems of the Building, or the roof or structural integrity of the Building, Tenant shall use only those contractors used by Landlord in the Building to work on the Building’s systems or structure, unless those contractors are unwilling or unable to perform the work, in which event Tenant may utilize the services of another qualified, licensed, and insured contractor subject to Landlord’s prior approval. On an annual basis, at Tenant’s obligation pursuant request, Landlord shall provide Tenant with a list of its approved contractors for the Building. In exercising any rights under this section, Tenant shall use commercially reasonable efforts to minimize interference with the rights of other tenants to use their respective premises in the Building. Any dispute as to Tenant’s exercise of any rights under this Agreementsection shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the following exceptions. The arbitration shall be held in Miami, Florida. There shall be a single arbitrator selected by the American Arbitration Association. The arbitrator shall be independent of the parties and any such default have at least ten years’ experience in the supervision of the operation and management of major office buildings in the area in which the Building is located. The scope of the arbitrator's inquiry and determination shall continue for a period be limited to whether Landlord is in compliance with its obligations under this Lease in accordance with the express provisions of thirty (30) days after Notice thereof from Tenant to Landlord this Lease and any applicable Facility Mortgageethe arbitrator shall not apply principles of good faith and fair dealing, unconscionability, or such additional period as may be reasonably required any other equitable principles in reaching his decision. The arbitrator will have no authority to correct award punitive or other damages not measured by the same, Tenant may declare prevailing party’s actual damages including the occurrence award of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (costs to the extent permitted prevailing party. The arbitrator must set forth in any award findings of fact and conclusions of law supporting the decision. Judgment on the award rendered by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for arbitrator may be entered in any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22court having jurisdiction.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “"Landlord Default” " by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” "LANDLORD DEFAULT" by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article ARTICLE 22.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased any Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “"Landlord Default” " by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord's failure to perform; provided, however, if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant shall provide a copy of any notice of default given to Landlord to Landlord's mortgagee and Landlord's mortgagee shall have the right to cure any applicable Facility Mortgageesuch default on behalf of the Landlord within thirty days after the receipt of such notice, or provided, however, if the nature of Landlord's obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord's mortgagee shall commence such performance within such thirty (30) day period as may be reasonably required and thereafter diligently pursues the same to correct the samecompletion. Upon any such default by Landlord (following such notice and opportunity to cure) under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity, invoice Landlord for costs provided, however, except as expressly provided in SECTIONS 11.1, and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same13.1, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to offset or withhold the payment of Rent or to terminate this Agreement for any default by Landlord hereunder and no right, for any such Lease as the result of Landlord's default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If It shall constitute a default under this Lease (a “Landlord shall default in the performance Default”) if Landlord fails to keep, observe or observance of perform any of its covenants obligations to be kept, observed or obligations set forth in performed under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof Landlord’s receipt of notice of nonperformance from Tenant; provided, however, that if the subject breach is not susceptible to cure within thirty (30) days, then within such additional time, if any, as is reasonably necessary to effectuate such cure, so long as Landlord has commenced such cure and diligently pursues same to completion; and provided further, that in the event of a breach constituting an emergency, Tenant shall be permitted to cure such breach immediately without providing Landlord notice. If Landlord fails to commence to cure such default within such thirty (30) day period or thereafter to diligently pursue the completion of such cure, then Tenant may elect (but shall not be obligated), to cure such default on behalf of Landlord. If Tenant elects to cure the default Landlord shall reimburse Tenant for the costs of such cure promptly following written demand therefore from Tenant provided that such demand is accompanied by reasonable supporting documentation concerning the nature of the costs in question. If such reimbursement is not provided to Tenant within thirty (30) after Landlord’s receipt of Tenant’s reimbursement demand Tenant may not setoff against rent but may pursue legal proceedings against Landlord to recover the amount in question. However, in the event that Tenant shall obtain a final judgment against Landlord concerning the amount in question and any applicable Facility Mortgagee, or such additional at that time Landlord’s equity in the Property is insufficient to satisfy the judgment Tenant shall be permitted to offset the amount of the judgment against rent due under this Lease. If the default in question by Landlord continues to persist after the expiration of the aforementioned thirty (30) day period (subject to extension as described above if the default in question can not be reasonably cured within thirty (30) days) and continues to remain outstanding after Landlord is given by Tenant a second written notice (which may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions provided no earlier than thirty (30) days after issuance of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costsfirst described notice) incurred by Tenant then in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. such event Tenant shall have no the right to terminate this Agreement for any default by Lease upon notice to Landlord hereunder and no right, for any such default, if provided to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten forty-five (1045) days after Landlord’s Notice the date of dispute, either may submit the matter for resolution in accordance with Article 22above described second notice.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 21), by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be provided in this Agreement Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty-(30)-day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and of its obligations under the Lease. In no right, for any such default, to offset event shall Landlord or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

Landlord Default. If Landlord shall default in the performance fail to pay when due any amounts required to be paid by Landlord under this Lease or observance of to observe any of its the covenants or obligations set forth in on Landlord's part to be performed under this Agreement Lease or to comply with any obligation other provisions of this Lease, such act or omission shall constitute a default by Landlord under this Lease. In the event of a default by Landlord, Tenant may give written notice to Landlord and if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Landlord thereafter fails to this Agreement, and cure any such default shall continue for a period involving the payment of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute money within ten (10) days after Landlord’s Notice the date on which such notice was given, or if the default involves some act or omission other than the payment of disputemoney and shall not be cured within thirty (30) days after the date on which such notice was given (provided, either may submit however, if the matter for resolution default involves some act or omission other than the payment of money which cannot be cured within thirty (30) days after the date on which such notice was given, Tenant shall not exercise any of its remedies unless the cure thereof is not undertaken promptly within such period and thereafter expeditiously completed), then Tenant may, at Tenant's option, perform any such term, provision or condition and any payments made by Tenant in accordance connection therewith shall be immediately due and owing by Landlord to Tenant, and Tenant shall have the right to deduct the amount thereof, together with Article 22the interest at the maximum legal rate thereon, from the Fixed Rents then due or thereafter coming due under this Lease. In addition, Tenant shall have a right to terminate this Lease or exercise any other remedies available to it under Colorado law.

Landlord Default. If Landlord shall default in the performance fails to perform or observance observe or otherwise breaches any term of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease and any such default failure shall continue for a period of more than thirty (30) days after Notice thereof from Tenant gives Landlord written notice of such failure, or, if such failure does not arise out of a failure by Landlord to pay a sum of money and cannot reasonably be corrected within such 30-day period, if Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required does not commence to correct such default within such 30-day period and thereafter diligently prosecute the samecorrection of same to completion within a commercially reasonable time, Tenant may declare a “Landlord Event of Default” shall exist under this Lease. Upon the occurrence of a “Landlord Event of Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith at Tenant’s option, cure the same andLandlord Event of Default and the actual cost of such cure shall be payable by Landlord to Tenant within thirty (30) calendar days after written demand; provided, subject however, that if a failure by Landlord to perform or observe any term of this Lease gives rise to circumstances or conditions which constitute an emergency threatening human health or safety or substantial damage to the provisions Demised Premises or Tenant’s personal property, Tenant shall be entitled to take immediate curative action (prior to the expiration of any notice and cure period set forth above) to the extent necessary to eliminate the emergency .. If Landlord does not pay to Tenant the amount of such cost arising out of a Landlord Event of Default, upon written demand, Tenant may set off such cost against installments of Base Rent or other amounts due Landlord under this Lease. Such cost must be reasonably incurred and must not exceed the scope of the following paragraphLandlord Event of Default in question; and if such costs are chargeable as a result of labor or materials provided directly by Tenant, invoice rather than by unrelated third parties, the costs shall not exceed the amount which would have been charged by a qualified third party unrelated to Tenant. The quality of all work performed by Tenant must equal or exceed the quality of Landlord’s Work. Such costs must be reasonably documented and copies of such documentation must be delivered to Landlord with the written demand for costs and expenses (including reasonable attorneys’ fees and court costs) reimbursement. Tenant shall be permitted to continue to set off against succeeding installments of Base Rent until the total amount of such cost actually incurred by Tenant has been recovered by Tenant. If Tenant elects to exercise its right of set-off, as provided in this Section 22.1, such set-off is intended to be the exclusive remedy available to Tenant with respect to the Landlord Event of Default which gave rise to the set-off. Accordingly, once Tenant has fully set off all of the permissible cost of curing the sameLandlord Event of Default , together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall longer be deemed to have occurred and Landlord shall have no obligation be in default under this Lease with respect thereto until final adverse determination thereofto the Landlord Event of Default that was the subject of the set off. If Nothing contained in this Section 22.1 shall create or imply the existence of any obligation by Tenant and to cure any Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Event of dispute, either may submit the matter for resolution in accordance with Article 22Default.

Landlord Default. If In the event of any alleged default on the part of Landlord hereunder, Tenant shall give written notice to Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to cure any such default. Notice to Landlord of any such alleged default shall be ineffective unless notice is simultaneously delivered to any holder of a Mortgage and/or Trust Deed affecting all or any portion of the Building and/or Building Complex ("Mortgagees"), as hereafter provided. Tenant agrees to give all Mortgagees, by certified mail, return receipt requested, a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified, in writing (by way of notice of Assignment of Rents and Leases, or otherwise), of the address of such Mortgagees. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance or observance of any of its covenants or obligations set forth time provided for in this Agreement or any obligation of LandlordLease, if any, under any agreement affecting then the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagees shall continue for a period of have an additional thirty (30) days after Notice thereof from Tenant within which to Landlord and any applicable Facility Mortgageecure such default or, or if such default cannot be cured within that time, then such additional period time as may be reasonably required necessary, if, within such thirty (30) days, any Mortgagee has commenced and is diligently pursuing the remedies necessary to correct the samecure such default (including, Tenant may declare the occurrence but not limited to, commencement of a “foreclosure proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued. In no event will Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord or any Mortgagee be responsible for costs and expenses (including reasonable attorneys’ fees and court costs) any consequential damages incurred by Tenant in curing the sameas a result of any default, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidincluding, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for but not limited to, lost profits or interruption of business as a result of any alleged default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If The following shall be deemed to be events of default by Landlord shall default in the performance under this Lease: (a) Landlord fails to observe or observance of perform any of its covenants the covenants, conditions, or obligations set forth in provisions of this Agreement Lease to be observed or any obligation of performed by Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any where such default shall continue failure continues for a period of ninety (90) days after written notice thereof from Tenant to Landlord; provided, however, that if the nature of the default requires more than ninety (90) days to effect the cure, then Landlord shall not be deemed to be in default if Landlord commences the cure within the thirty (90) day period and thereafter diligently prosecutes the cure to completion; or (b) Landlord makes any general arrangement or assignment for the benefit of creditors, or if Landlord becomes a “debtor” as defined in 11 U.S.C. section 101 or any successor statute thereto (unless, in the case of a petition filed against Landlord, the petition is dismissed within sixty (60) days), or the appointment of a trustee or receiver to take possession of the Premises where possession is not restored to Landlord within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgageedays, or the attachment, execution, or other judicial seizure or lien against the Premises, where such additional lien is not discharged within thirty (30) days. If Landlord commits an event of default under this Lease and Landlord does not remedy the event of default within the cure period as may be reasonably required to correct the sameprovided in this Lease, Tenant may declare terminate this Lease by providing Landlord with ten (10) days prior written notice, in which case Tenant shall be relieved of its obligations hereunder from the occurrence date of a “Landlord Default” by a second Notice termination in said notice, or Tenant shall be entitled to Landlord correct such default and to such Facility Mortgagee. Thereafter, Tenant either (i) bring suit for the collection of any amounts for which Landlord may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant be in curing the samedefault, together with interest thereon (to at the extent permitted by law) Default Rate from the date of such expenditure; or (ii) to xxxxx its rental obligations during the months following such default by an amount equal to any amounts for which Landlord receives is in default, together with interest thereon at the Default Rate from the date of such expenditure. Except as the context of the above sections indicates or expressly provides, Tenant’s invoice until paidrights and remedies are not intended to be exclusive, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default but shall be deemed in addition to have occurred all other rights and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If remedies available to Tenant and Landlord shall failby statute, under the law, or in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22equity.

Landlord Default. If In the event of any default by Landlord under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thereupon have thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional longer period as may be reasonably required in the exercise of due diligence) in which to correct the samecure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions. Notwithstanding any other provisions of this Lease to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftercontrary, Tenant may forthwith cure shall look solely to Landlord’s equity in the same andBuilding, subject and not to any other or separate business or non-business assets of Landlord, or any partner, shareholder, officers or representative of Landlord, for the provisions satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be performed, and as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only: (i) out of the following paragraphproceeds of sale received upon levy against Landlord’s equity in the Building, invoice Landlord for costs and expenses /or (including reasonable attorneys’ fees and court costsii) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted not encumbered by law) a secured creditor, out of the rents or other incomes receivable by Landlord from the Building from and after the date of such judgment. Further, in the event the owner of Landlord’s interest in this Lease is at any time a partnership, joint venture or unincorporated association, Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for the performance of any of Landlord’s obligations hereunder. With respect to any provisions of this Lease which provides that Landlord receives shall not unreasonably withhold or delay any consent or approval, Tenant shall not have, and Tenant hereby waives, any claim for money damages; nor shall Tenant claim any money damages by way of setoff, counterclaim or defense, based upon any allegation of unreasonableness by Landlord. Tenant’s invoice until paid, at the Overdue Rate. Tenant sole remedy shall have no right be an action or proceeding to terminate this Agreement for any default by Landlord hereunder and no right, for enforce any such defaultprovisions, to offset or counterclaim against any Rent for specific performance, injunction or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22declaratory judgment.

Landlord Default. If Landlord shall be in default in the performance if it fails to perform any term, condition, covenant or observance of any of its covenants or obligations set forth in obligation required under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue Lease for a period of thirty (30) days after Notice written notice thereof from Tenant to Landlord and any applicable Facility MortgageeLandlord; provided, however, that if the term, condition, covenant or such additional period as may obligation to be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default performed by Landlord hereunder and no rightis such that it cannot reasonably be performed within thirty (30) days, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default default shall be deemed to have occurred been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant may xxx for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold, offset or xxxxx any sums due hereunder. In no event, however, shall Landlord be liable for any consequential or punitive damages. If Landlord shall have fail to perform any term, condition, covenant or obligation required to be performed by it under this Lease and if Tenant shall, as a consequence thereof, recover a money judgment against Landlord, Tenant agrees that it shall look solely to Landlord’s right, title and interest in and to the Building for the collection of such judgment; and Tenant further agrees that no obligation other assets of Landlord shall be subject to levy, execution or other process for the satisfaction of Tenant’s judgment. In no event shall any partner of Landlord nor any member or joint venturer in Landlord, nor any officer, director or shareholder of Landlord or any such partner, member or joint venturer of Landlord be personally liable with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22provisions of this Lease.

Landlord Default. If Landlord shall default Subject to the terms of Section 7.1(c), in the performance event of a breach, default or observance noncompliance hereunder by Landlord, Tenant agrees, before exercising any right or remedy available Tenant, to give Landlord written notice of the claimed breach, default or noncompliance. If prior to its giving such notice Tenant has been notified in writing (by way of notice of assignment of rents and leases, or otherwise) of the address of any of its covenants or obligations set forth Lender (as defined in this Agreement or any obligation of Article 15), concurrently with giving the notice to Landlord, if any, under any agreement affecting Tenant agrees to also give notice by overnight delivery or registered mail to such Lender. For the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, following such notice (or such additional longer period of time as may be reasonably required to correct cure a matter which, due to its nature, cannot reasonably be remedied within thirty (30) days), Landlord shall have the sameright to cure the breach, default or noncompliance involved. If Landlord has failed to cure a default within said period, any such Lender shall have an additional thirty (30) days within which to cure the same or, if such default cannot be cured within that period, such additional time as may be necessary if within such thirty (30) day period said Lender has commenced and is diligently pursuing the actions or remedies necessary to cure the breach, default or noncompliance involved (including, but not limited to, commencement and prosecution of proceedings to foreclose or otherwise exercise its rights under its mortgage or other security instrument or ground lease, if necessary to effect such cure), in which event Tenant may declare shall not be entitled to exercise any right or remedy available to it under this Lease so long as such actions or remedies are being diligently pursued by said Lender. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default and Tenant's remedies shall be limited to an injunction and/or actual damages (but not special, punitive or consequential damages). If Tenant fails to give notice to Landlord and any Lender of a default within twelve (12) months after Tenant has actual knowledge of the occurrence of a “Landlord Default” by a second Notice the events pursuant to Landlord and to such Facility Mortgagee. Thereafterwhich the default arises or would occur with notice as provided above, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. thereafter Tenant shall have no right to terminate this Agreement for any deem the same a default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of unless Landlord fails to perform its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant notice by Tenant, specifying wherein Landlord has failed to perform; provided, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, Landlord and any applicable Facility Mortgagee, or such additional period as may shall not be reasonably required to correct the same, Tenant may declare the occurrence in default if Landlord commences performance within thirty (30) days of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidnotice and thereafter diligently completes performance within a reasonable time. Tenant’s rights under this Lease shall be limited to actions for damages and/or specific performance, at the Overdue Rate. Tenant shall have and no right to terminate this Agreement for any default by Landlord hereunder shall entitle Tenant to withhold or offset rent, terminate this Lease or to engage in self-help remedies, provided only as follows: If Landlord is in default under this Lease, and no rightsuch default materially adversely affects Tenant’s ability to do business from the Premises, and Landlord fails to cure such default within a commercially reasonable time for any emergencies and otherwise within thirty (30) days after written notice from Tenant (provided that if such default cannot be cured with 30 days, then if Landlord fails to commence to cure with 30 days and diligently pursue such cure to completion), then Tenant shall, upon two (2) business days prior written notice to Landlord of Tenant’s intent to cure the default, be entitled to offset or counterclaim against any Rent or other charges due hereundercure the default and the reasonable cost of cure shall be reimbursed by Landlord to Tenant with thirty (30) days of invoice therefor. If Landlord shall in good faith dispute the occurrence of fails to make such reimbursement, then any Landlord Default issues relating to such default and Landlordcure shall, at either party’s election, be resolved by a single-arbitrator before the expiration American Arbitration Association (the “AAA”) under the Arbitration Rules of the applicable cure period, AAA modified as follows: (i) the total time from date of demand for arbitration to final award shall give Notice thereof to Tenant, setting forth, in reasonable detail, not exceed 25 days; (ii) the basis therefor, no Landlord Default arbitrator shall be deemed chosen by the AAA without submittal of lists and subject to have occurred challenge only for good cause shown; (iii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iv) the time, date, and Landlord place of the hearing shall have be set by the arbitrator in his or her sole discretion, provided that there be at least 3 days prior notice of the hearing; (v) there shall be no obligation with respect thereto until final adverse determination thereof. If Tenant post-hearing briefs; (vi) there shall be no discovery except by order of the arbitrator; and Landlord (vii) the arbitrator shall fail, in good faith, to resolve any such dispute issue his or her award within ten (10) 7 days after Landlord’s Notice the close of dispute, either the hearing. The arbitration shall be held in the county in which the Premises is located. The decision of the arbitrator shall be final and binding on the parties and judgment on the award rendered by the arbitrator may submit be entered in any court of competent jurisdiction. The fees and expenses of the matter for resolution arbitrator shall be paid half by Landlord and half by Tenant unless the arbitrator decides otherwise in accordance its discretion. The parties shall each hold harmless and indemnify the arbitrator from any claims arising in connection with Article 22the arbitration.

Landlord Default. If A "Landlord Default" shall default be deemed to exist if (i) Landlord defaults in the performance or observance of any of its covenants or monetary obligations set forth in under this Agreement or any obligation Lease and fails to cure such default within ten (10) business days of Landlord, if any, under any agreement affecting the Leased Property, 's receipt of written notice of such default or (ii) Landlord defaults in the performance of which is not Tenant’s obligation pursuant any of its non-monetary obligations under this Lease and fails to this Agreementcure such default, or to commence and any such default shall continue for a period of diligently pursue the completion thereof, within thirty (30) days after Notice thereof of Landlord's receipt of written notice of such default, provided, however, that Landlord shall not be deemed in default if such default cannot be cured within such thirty (30) day period and Landlord commences curing such default within such thirty (30) day period and thereafter diligently pursues such cure to completion in no more than 60 days from Tenant the date of Tenant's original notice, if reasonably possible under the circumstances. Subject to remedies for Landlord Default, if any, set forth in other Articles of this Lease and in addition to any applicable Facility Mortgageeother remedies available in law or in equity, or such additional period as may be reasonably required to correct the sameif a Landlord Default shall exist, Tenant may declare the occurrence proceed to cure such default which has not been cured following written notice of a “Landlord Default” by a second Notice to Landlord default and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions expiration of the following paragraphcure period stated above in this Article 16.2, invoice Landlord for and offset against the Rents, the costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameto cure said default, together with interest thereon an administrative charge equal to ten percent (to 10%) of the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any amount of said costs and expenses; or if such default by Landlord hereunder which has not been cured following written notice of default and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period stated above in this Article 16.2 materially and substantially interferes with Tenant's ability to conduct its regular and customary business in the Premises, or materially and substantially impedes or materially and substantially impairs ingress to or egress from the Premises or the visibility of Tenant's storefront or blue wedge, then upon an additional fifteen (15) days' prior written notice to Landlord, terminate this Lease unless Landlord shall cure the subject default within said additional fifteen (15) day period or, where the nature of the default is such that it cannot be cured within said fifteen (15) day period, shall give Notice thereof cure is commenced and is being diligently pursued to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22completion.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Article 21, by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the identity and address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be provided in this Agreement -29- |US-DOCS\129492181.2|| Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty‑(30)‑day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty‑(30)‑day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and of its obligations under the Lease. In no right, for any such default, to offset event shall Landlord or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and LandlordRelated Party ever be liable to Tenant for loss of profits, before the expiration loss of the applicable cure periodbusiness, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or indirect or consequential damages suffered by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22from whatever cause.

Landlord Default. If It shall constitute a default under this Lease (a “Landlord shall default in the performance Default”) if Landlord fails to keep, observe or observance of perform any of its covenants obligations to be kept, observed or obligations set forth in performed under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof Landlord’s receipt of notice of nonperformance from Tenant; provided, however, that if the subject breach is not susceptible to cure within thirty (30) days, then within such additional time, if any, as is reasonably necessary to effectuate such cure, so long as Landlord has commenced such cure and diligently pursues same to completion, and provided further, that in the event of a breach constituting an emergency, Tenant shall be permitted to cure such breach immediately without providing Landlord notice. If Landlord fails to commence to cure such default within such thirty (30) day period or thereafter to diligently pursue the completion of such cure, then Tenant may elect (but shall not be obligated), to cure such default on behalf of Landlord. If Tenant elects to cure the default Landlord shall reimburse Tenant for the costs of such cure promptly following written demand therefore from Tenant provided that such demand is accompanied by reasonable supporting documentation concerning the nature of the costs in question. If such reimbursement is not provided to Tenant within thirty (30) after Landlord’s receipt of Tenant’s reimbursement demand Tenant may not setoff against rent but may pursue legal proceedings against Landlord to recover the amount in question. However, in the event that Tenant shall obtain a final judgment against Landlord concerning the amount in question and any applicable Facility Mortgagee, or such additional at that time Landlord’s equity in the Property is insufficient to satisfy the judgment Tenant shall be permitted to offset the amount of the judgment against rent due under this Lease. If the default in question by Landlord continues to persist after the expiration of the aforementioned thirty (30) day period (subject to extension as described above if the default in question can not be reasonably cured within thirty (30) days) and continues to remain outstanding after Landlord is given by Tenant a second written notice (which may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions provided no earlier than thirty (30) days after issuance of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costsfirst described notice) incurred by Tenant then in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. such event Tenant shall have no the right to terminate this Agreement for any default by Lease upon notice to Landlord hereunder and no right, for any such default, if provided to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten forty-five (1045) days after Landlord’s Notice the date of dispute, either may submit the matter for resolution in accordance with Article 22above described second notice.

Landlord Default. If In addition to other Defaults defined throughout this Lease, it shall constitute a "Default" by Landlord under this Lease if (a) Landlord shall fail to pay any sum or payment to Tenant required herein as and when due hereunder, or (b) failure or default shall be made in the performance or observance of any of its covenants the other covenants, agreements, conditions or obligations set forth in this Agreement undertakings herein contained to be kept, observed and performed by the Landlord and such failure or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty fifteen (3015) days after Notice notice thereof in writing to the Landlord (provided however, if such failure cannot reasonably be cured within such 15-day period, but Landlord commences to cure such failure within such 15-day period and thereafter diligently pursues such cure to completion, then such failure shall not be a Default hereunder unless the same is not fully cured within an additional 30 days following the expiration of the aforesaid 15-day period), or (c) Landlord shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts, or Landlord shall file a petition in voluntary bankruptcy under the Federal Bankruptcy Act or similar law, state or federal, whether now or hereafter existing, or Landlord shall file an answer admitting insolvency or inability to pay Landlord's debts, or Landlord shall fail to obtain a vacation or stay of involuntary proceedings in bankruptcy or insolvency within sixty (60) days after the filing of same (as hereinafter provided), or Landlord shall be adjudicated a bankrupt, or a trustee or receiver shall be appointed for Landlord or for all of Landlord's property or the major part thereof, or any court shall have taken jurisdiction of the property of Landlord or the major part thereof in any involuntary proceeding for reorganization, dissolution, liquidation or winding up of Landlord, and such trustee or receiver shall not be discharged or such jurisdiction relinquished or vacated or stayed on appeal or otherwise removed within sixty (60) days after such appointment; provided that in the event of such occurrence, Landlord and Tenant intend and agree that the transactions evidenced by the Loan Agreement and surrounding loan documents shall be regarded as a loan from Tenant to Landlord that is secured by the Premises, and any applicable Facility Mortgagee, or such additional period Landlord hereby grants Tenant a security interest in the Premises as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord described in Paragraph 16(e) herein and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default Lease shall be deemed to have occurred be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code of any applicable law, or (d) Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and make an assignment for the benefit of Landlord's creditors, or (e) Landlord shall failvacate or abandon the Premises, or (f) Landlord shall fail to discharge any lien or encumbrance placed upon the Premises in good faith, to resolve any such dispute violation of the terms and conditions of this Lease within ten fifteen (1015) days after Landlord’s Notice such lien or encumbrance is filed against the Premises, or (g) Landlord shall commit an event of disputedefault or default under the terms of the Loan Agreement, either may submit the matter for resolution in accordance with Article 22Sub-Ground Lease (as defined herein) or the Hazardous Substances Indemnity Agreement.

Landlord Default. If In addition to and without limiting any other provision of Lease granting Tenant remedies for a breach by Landlord, if Landlord shall default in the performance defaults or observance of fails to perform any of its representations, warranties, covenants or obligations under this Lease and fails to cure such default within thirty (30) days of written notice of such default from Tenant; provided, however, that if the nature of the default is such that it cannot reasonably be cured within the 30-day period, Landlord shall not be deemed in default if it commences within such period to cure, and thereafter diligently prosecutes the same to completion within ninety (90) days of Tenant’s notice of such default (or such lesser period of time after written notice of such default from Tenant as deemed reasonable under an emergency situation which could cause substantial damage to the Premises or injury to the people within the Premises and which lesser period of time to cure that Tenant deems reasonable is set forth in this Agreement or any obligation Tenant’s notice), then Tenant shall have the right to send Landlord a second notice of such default and if Landlord does not cure such default within five (5) business days of such second notice then Tenant shall have the right to remedy such default for the account of Landlord, if any, under any agreement affecting ; provided that the Leased Property, the performance of which is not failure by Landlord to cure such default adversely affects Tenant’s obligation pursuant ability to this Agreementconduct Tenant’s business in the Premises or a material portion thereof. 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, and/or the exterior appearance of the Building, Tenant shall use only those unrelated third party contractors used by Landlord in the Building for such default 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 buildings comparable to the Building. Tenant shall continue comply with the other terms and conditions of this Lease if Tenant takes the required action, except that Tenant shall not be required to obtain Landlord’s consent for a period such repairs. If Tenant performs any of Landlord’s obligations under this Lease in accordance with the terms and conditions of this Section 19.5, then Landlord shall be relieved of its obligation to perform the specific obligation so undertaken by Tenant, and Landlord shall reimburse Tenant’s reasonable and actual out-of-pocket costs thereof, within thirty (30) days after Notice thereof from Tenant to receipt by Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject statement as to the provisions amounts of the following paragraph, invoice Landlord for such costs and expenses (including accompanied by reasonable attorneys’ fees and court costs) incurred by Tenant in curing the samesupporting documentation), together with interest thereon at the Agreed Rate if not paid by Landlord within fifteen (to the extent permitted by law15) from the date Landlord receives days of Tenant’s invoice statement and documentation until paidpaid by Landlord (or, at Landlord’s option in its sole discretion, if the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default Lease Term has not yet expired, upon receipt by Landlord hereunder and no rightof such statement (accompanied by reasonable supporting documentation), for any such defaultcosts together with such interest shall be credited against the next payment of Rent due from Tenant hereunder). For purposes of this paragraph, a structural defect condition required to offset be repaired by Landlord that interferes with the Tenant’s business operations, threatens to damage Tenant’s personal property or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof threatens to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default injure people shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22an emergency.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), by registered mail, a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant have failed to this Agreement, and any cure such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant (provided, if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure such failure within such thirty (30) day period, and any applicable Facility Mortgageethereafter diligently pursues to cure such failure to completion), or such Mortgagee shall have an additional thirty (30) days within which to cure such default, but shall not be obligated to cure such default. If such default cannot be cured within such thirty-(30)-day period, then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If A “Landlord Default” shall default occur under this Lease in the performance event Landlord breaches any representation or observance of warranty made by it under this Lease or Landlord fails to perform or observe any of its covenants matter required to be performed or obligations set forth in observed by it under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof Landlord’s receipt of notice from Tenant specifying Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then a Landlord Default shall not be deemed to have occurred so long as Landlord shall commence such performance expeditiously after its receipt of notice from Tenant and thereafter diligently pursues the same to completion. Notwithstanding the foregoing or any other provision in this Lease, if the subject failure by Landlord to observe or perform any matter required to be performed or observed by it under this Lease would constitute an emergency or would materially impair Tenant’s ability to conduct its business operations in all or any portion of the Premises, and Tenant notifies Landlord of such circumstance (which notice may be telephonic in the event of an emergency) and, unless Landlord shall, diligently and promptly following Tenant’s notification of Landlord, undertake action to cure the subject failure on a expedited basis (which action may include, but not be limited to, ordering parts, engaging consultants, preparation of the site for necessary work or any combination of the foregoing), Tenant may, in addition to all other rights available to Tenant under this Lease, at law or in equity, give Landlord notice (which notice may also be telephonic in the event of an emergency but shall also be simultaneously given in writing) of such failure and if Landlord does not cure such circumstance within five (5) business days after such notice, then Tenant may cure the subject matter at Landlord’s cost by taking whatever action is reasonably necessary to cure the same. Landlord shall reimburse to Tenant, within thirty (30) days after Tenant’s delivery to Landlord and any applicable Facility Mortgageeof Tenant’s request together with reasonable evidence of payment of such amounts, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for all costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereundersubject matter. If Landlord fails to pay all such amounts to Tenant within the above-referenced thirty (30) day period, then interest shall in good faith dispute accrue thereon at the occurrence of any Landlord Default and Landlord, before Rate from the first day following the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no above-referenced thirty (30) day period until fully paid by Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If or offset by Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution against Rent in accordance with Article 22the terms of Section 20.C below.

Landlord Default. If Landlord defaults under this ---------------- Lease, Tenant shall give written notice to Landlord specifying such default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementwith particularity, and any such default Landlord shall continue for a period of have thirty (30) days after Notice thereof from receipt of such notice within which to cure such default, or such longer period of time as is reasonably required to cure such default if Landlord is diligently prosecuting such cure after such default notice is delivered by Tenant to Landlord and (any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder that continues following the giving of the foregoing notice and no right, for any such default, expiration of the foregoing cure period shall be hereinafter referred to offset or counterclaim against any Rent or other charges due hereunderas a "Landlord Default"). If Landlord shall in good faith dispute In the occurrence event of any Landlord Default and, except as set forth hereinbelow, Tenant's exclusive remedy shall be (i) the right to bring an action for actual damages and consequential damages (as limited pursuant to this section ------- 10.7), (ii) the limited right under Article 6 to designate a new Site ---- --------- Manager; (iii) the limited self help rights specifically articulated in section 10.7 hereof; (iv) Tenant's rights under Article 15; (v) Tenant's ------------ ---------- limited set off rights as set forth in this section 10.7; and (vi) the right ------------ to bring an action for injunctive relief and Tenant shall not, and hereby waives any right to, terminate this Lease or xxxxx or set off against rent (except as permitted herein). In order for Tenant to recover consequential damages against Landlord, before the act or omission giving rise to such consequential damage claim must have been committed by Landlord in bad faith through willful misconduct. Absent a finding of such bad faith and willful misconduct on Landlord's part, Tenant waives any claim to consequential damages. In the event of Landlord Default related to its obligations set forth in Article 6 hereof, and such default is not cured within thirty (30) --------- days (or such longer period of time if reasonably required to cure such default if Landlord is diligently prosecuting such cure) after notice is delivered by Tenant to Landlord of such default (which such notice shall reference this self help right), Tenant may elect to cure the applicable Landlord Default and Landlord shall pay the reasonable, third party costs thereof, including interest thereon from the date of expenditure at the prime rate, as published by The Wall Street Journal plus three percent (3%) ----------------------- or the highest legal rate, if less, but Tenant may not xxxxx or set off such amounts from rent due hereunder unless and until either (i) Landlord acknowledges that it owes the amount claimed by Tenant in writing or (ii) Tenant has obtained a final, non-appealable award from an arbitrator, if the parties have submitted to binding arbitration, confirming that Landlord owes such amount to Tenant, at which time Tenant may set off the reasonable, third party costs of curing Landlord's default ("Tenant's Self Help Costs") each month against only fifty percent (50%) of monthly Base Rent until paid, or if the time remaining in the term, as it may be extended by Tenant, is such that Tenant cannot fully recover such amount from fifty percent (50%) of Base Rent, then against all Base Rent until paid. Tenant may cure any defaults by Landlord under Article 6 prior to the --------- expiration of the applicable cure periodperiod set forth above if Tenant reasonably deems the situation to be an emergency (meaning an immediate threat to persons or substantial property) but Landlord shall not be obligated to reimburse Tenant for the cost thereof and Tenant may not set off or xxxxx the cost thereof against rent unless: (i) the costs incurred were commercially reasonable; (ii) Tenant notified Landlord through the Site Manager of such emergency in a manner reasonable under the circumstances (in writing if reasonably possible), and, if reasonable under the circumstances, a reasonable opportunity to cure the same; and (iii) Tenant limits its cure actions and the cost thereof to those actions required to eliminate the emergency, as opposed to completely curing the default if such emergency can be eliminated without such complete cure. In addition, Tenant shall have the right until such time as Landlord delivers to Tenant a Set Off Limitation Letter, as defined below, to set off each month against only fifty percent (50%) of monthly Base Rent until paid, or if the time remaining in the term, as it may be extended by Tenant, is such that Tenant cannot fully recover such amount from fifty percent (50%) of Base Rent, then against all Base Rent until paid, any amount which either (i) Landlord acknowledges that it owes to Tenant in writing or (ii) is awarded to Tenant by an arbitrator in a final, non-appealable award, if the parties have submitted to binding arbitration, less any amounts awarded to or otherwise owed to Landlord by Tenant. If Landlord ever attempts to sell or finance the Property (either through conventional deed of trust financing, sale/leaseback, or any other type of loan or financing where the Property is used in any manner to secure the loan), and the lender, landlord, buyer or other party to such transaction requests in writing that Landlord amend Tenant's set off rights herein or indicates in writing that such set off rights are a material impediment to such transaction, Landlord may send a letter ("Set Off Limitation Letter") to Tenant eliminating Tenant's rights to set off from Base Rent any amount other than Tenant's Self Help Costs at which time Tenant's rights to set off from Base Rent any amount other than Tenant's Self Help Costs shall automatically terminate and be of no further force or effect without any further act of Tenant notwithstanding that section 15.7 ------------ hereof would otherwise require Tenant to execute a written document to amend this Lease. Tenant shall within thirty (30) days of written request from Landlord or any potential buyer or lender (or sale leaseback landlord) execute and deliver an estoppel letter which may be relied upon by Landlord and any potential buyer or lender (or sale leaseback landlord) confirming receipt of the Set Off Limitation Letter and the termination of all set off rights other than Tenant's limited right to set off Tenant's Self Help Costs as allowed hereinabove. The failure of Tenant to deliver such estoppel certificate within such time period shall be a material default. Notwithstanding any other provision of this Lease, Tenant's right to recover an award for damages, whether actual or consequential, shall give Notice thereof be limited to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default and shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten not exceed Two Hundred Million Dollars (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22$200,000,000.00).

Landlord Default. If Landlord defaults under this Lease, Tenant shall give written notice to Landlord specifying such default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementwith particularity, and Landlord shall have 30 days after receipt of such notice within which to cure such default, or such longer period of time as is reasonably required to cure such default if Landlord is diligently prosecuting such cure after such default notice is delivered by Tenant to Landlord (any such default by Landlord that continues following the giving of the foregoing notice and expiration of the foregoing cure period shall continue for a period of thirty (30) days after Notice thereof from Tenant be hereinafter referred to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default”). In the event of any Landlord Default, Xxxxxx's exclusive remedy shall be (i) the right to bring an action for actual damages; (ii) the right to bring an action for injunctive relief; and (iii) “Tenant’s Self Help Right” (as hereinafter defined); and Tenant shall not, and hereby waives any right to, terminate this Lease or xxxxx or set off against rent (except as permitted by a second Notice Tenant’s Self Help Right). Tenant waives any claim to consequential damages against Landlord. In the event that Landlord defaults in maintaining, repairing or replacing an area or item in the manner required under this Lease, and to such Facility Mortgagee. Thereafterdefault continues after the giving of the notice and expiration of the cure period stated above, Tenant may forthwith cure shall have the same andright, subject upon at least five business days’ advance written notice to Landlord, to take such action as shall be necessary to correct the provisions applicable default. If Tenant exercises its right hereunder to correct a Landlord default, Tenant shall notify Landlord in writing of the following paragraphcorrective action taken and the cost incurred by Xxxxxx in taking such corrective action, invoice Landlord for costs which notice shall be accompanied by reasonably detailed documentation substantiating such corrective action and expenses (including reasonable attorneys’ fees and court costs) the cost incurred by Tenant in curing connection therewith, and Tenant shall thereafter have the same, together with interest thereon (right to deduct the extent permitted reasonable cost incurred by law) Xxxxxx in taking such action from the date Landlord receives next installment(s) of Fixed Rent due hereunder. Tenant’s invoice until paidright under this paragraph shall be referred to as “Tenant’s Self Help Right”. Landlord and Tenant agree that the provisions of this Section 7.07 above are intended to supersede and replace the provisions of California Civil Code Sections 1932(1), at 1941 and 1942, and accordingly, Tenant hereby waives the Overdue Rate. Tenant shall have no provisions of California Civil Code Sections 1932(1), 1941 and 1942 and/or any similar or successor law regarding Xxxxxx’s right to terminate this Agreement for any default Lease or to make repairs and deduct the expenses of such repairs from the rent due under this Lease (except as permitted by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderXxxxxx’s Self Help Right). If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.SECTION 8-NONDISTURBANCE

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord’s failure to perform: provided, however, that if the failure cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default if Landlord commences to cure the failure within such thirty (30) day period and thereafter diligently and in good faith proceeds to cure the failure until completion. Upon any applicable Facility Mortgageesuch default by Landlord under this Lease, and except as otherwise specifically provided in this Lease to the contrary, if the repair, replacement or other action required to be taken to cure such Landlord default does not adversely affect the structure of the Building and does not adversely affect the mechanical, electrical, plumbing or other base building systems (or, if such systems are adversely affected, they serve only the Premises), then upon written notice to Landlord, Tenant shall have the right to effect such repair or replacement, or pursue such additional period other action as may reasonably be reasonably required necessary in order to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andcondition, subject to Tenant’s strict compliance with any and all Governmental Requirements and in accordance with the provisions requirements governing work by Xxxxxx’s contractors as set forth in Exhibit “F”, and otherwise in accordance with the terms and conditions of this Lease. Landlord shall reimburse Tenant for all of the following paragraph, invoice Landlord for reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together connection with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute foregoing remedial activities within ten thirty (1030) days after Landlord’s Notice receipt of disputeTenant’s written demand therefor, either may submit together with reasonably detailed documentation supporting Xxxxxx’s claim for payment with respect to the matter expenses incurred (and paid) by Xxxxxx. If Landlord refuses or fails to repay such amount within the thirty (30)-day time period provided above, Xxxxxx’s sole remedy will be an action for resolution in accordance with Article 22damages against Landlord, it being agreed that Tenant has no offset rights against rent for any amounts reimbursable to Tenant under this Section. In no event shall Landlord be liable for any consequential or punitive damages.

Landlord Default. If If, during the Term, Landlord shall default defaults in the performance or observance of fulfilling any of its covenants covenants, obligations or obligations agreements set forth in this Agreement or any obligation Lease, Tenant may give Landlord notice of Landlordsuch default and, if anyat the expiration of 30 days after delivery of such notice, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall will continue for to exist, or in the event of a default which cannot with due diligence be cured within a period of thirty 30 days, if Landlord fails to proceed promptly after the delivery of such notice (and, in any event, within such 30-day period) or does not diligently complete such cure within 90 days after Notice thereof such notice from Tenant, then Tenant will be entitled to exercise any right or remedy available to Tenant at law or in equity by reason of such default, except to the extent expressly waived or limited by the terms of this Lease. Notwithstanding the foregoing, however, if Tenant has been notified of the name and address of any mortgagee, ground lessor, trust deed holder, and/or sale-leaseback lessor of Landlord’s interest in the Building, then Tenant will not exercise any remedy as a result of Landlord’s default unless and until Tenant has given any such mortgagee, ground lessor, trust deed holder and/or sale-leaseback lessor, by registered or certified mail, a copy of any notice of default served upon Landlord and any applicable Facility Mortgageesimultaneously with the delivery of notice to Landlord. Tenant further agrees that if Landlord fails to cure such default within the time period prescribed above, then such mortgagee, ground lessor, trust deed holder, and/or sale-leaseback lessor will have an additional 30-day period to cure such default or if such default cannot be cured within that time, then such additional period time as may be reasonably required necessary if within such 30-day period such mortgagee, ground lessor, trust deed, and/or sale-leaseback lessor has commenced and is diligently pursuing the cure of such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to correct effect such cure). Notwithstanding anything to the samecontrary set forth in this Lease, Tenant may declare shall not have the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate perform self-help or xxxxx Rent except as otherwise expressly set forth in this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Landlord shall fail to perform any term or provision under this Lease required to be performed by Landlord, Landlord shall not be deemed to be in default in the performance or observance hereunder nor subject to any claims for damages of any of its covenants or obligations set forth in this Agreement or any obligation of Landlordkind, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any unless such default failure shall continue have continued for a period of thirty (30) days after Notice written notice thereof from Tenant by Tenant; provided, if the nature of Landlord’s failure is such that more than thirty (30) days are reasonably required in order to cure, Landlord shall not be in default if Landlord commences to cure such failure within such thirty (30) day period, and thereafter diligently prosecutes a cure to completion. The aforementioned periods of time permitted for Landlord to cure shall be extended for any applicable Facility Mortgageeperiod of time during which Landlord is delayed in, or prevented from, curing due to fire or other casualty, strikes, lock-outs or other labor troubles, shortages of equipment or materials, governmental requirements, power shortages or outages, acts or omissions by Tenant or other Persons, and other causes beyond Landlord’s reasonable control. If Landlord shall fail to cure within the times permitted for cure herein, Landlord shall be in default of this Lease and Tenant shall have all rights and remedies under law, including the right to terminate this Lease if any such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence uncured default is of a “Landlord Default” by a second Notice to Landlord material nature which deprives Tenant of its use and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions occupancy of the following paragraphPremises other than on a temporary basis or to a de minimis extent. Further, invoice in recognition that Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant must receive timely payments of Rent in curing order to operate the sameComplex, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right of self-help to terminate this Agreement for perform repairs or any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence obligation of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofright to withhold, set-off, or xxxxx Rent except as otherwise provided herein. If Tenant and Landlord shall failmay offset against the Rent otherwise due from Tenant under this Lease the amount of any final, in good faith, to resolve any such dispute within ten (10) days after non-appealable judgment entered against Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall be in default in the performance or observance of under this Lease if (i) Landlord fails to perform any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, hereunder and any such default shall continue said failure continues for a period of thirty (30) 60 days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(provided that if such failure cannot reasonably be cured within said 60 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure within said 60 day period, or having commenced the curative action within said 60 day period, fails to diligently pursue same) and (ii) each Mortgagee (as defined in Section 23) of whose identity Tenant has been notified in writing shall have failed to cure such additional default within 30 days (or such longer period of time as may be reasonably required specified in any written agreement between Tenant and Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to correct cure within the same, Tenant may declare time periods provided above. In the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under the Lease, Tenant shall use reasonable efforts to mitigate its damages and no right, for losses arising from any such defaultdefault and Tenant may pursue any and all remedies available to it at law or in equity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordprovided, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthhowever, in reasonable detailno event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee under this Lease and, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failfurther provided, in good faithno event shall Tenant be entitled to receive more than its actual direct damages, to resolve it being agreed that Tenant hereby waives any such dispute within ten (10) days after Landlord’s Notice of dispute, either claim it otherwise may submit the matter have for resolution in accordance with Article 22special or consequential damages.

Landlord Default. Landlord shall provide to Tenant, immediately upon receipt, any notice of default under the Prime Lease. If Landlord shall default in fail to perform any covenant, term or condition of this Lease or the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Prime Lease upon Landlord’s part to be performed, if any, under any agreement affecting the Leased Property, the performance of which and such failure is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of corrected within thirty (30) days of written notice thereof (except in the case of (i) an emergency where the default is of such a nature (such as roof damage) where the 30-day notice period is not commercially reasonable in light of the anticipated damages, in which event Tenant, after Notice thereof from Tenant 24 hours notice, may make temporary, emergency repairs to minimize damage until Landlord and any applicable Facility Mortgageehas a reasonable opportunity to respond to Tenant’s repair request, or such additional period as may be reasonably required to correct (ii) in the same, Tenant may declare the occurrence case of a “Landlord Default” by default under the Prime Lease, where a second Notice to Landlord and to such Facility Mortgagee. Thereaftershorter cure period, Tenant may forthwith cure the same andif any, is provided, but subject to any notice and cure periods) provided that if Landlord cannot reasonably cure its breach or failure within a thirty (30) day period, Landlord’s breach or failure is not an Event of Default if Landlord commences to cure its breach or failure within the provisions thirty (30) day period and thereafter diligently pursues the cure and effects the cure within a period of the following paragraph, invoice Landlord for costs and expenses time that does not exceed ninety (including reasonable attorneys’ fees and court costs90) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before days after the expiration of the applicable cure thirty (30) day period, subject to Force Majeure, then Tenant may pursue one of the following remedies: (i) bring a suit for specific performance; or (ii) perform any such covenant, term or condition and set off such amounts against Rent which shall give Notice thereof not exceed 50% of Rent due in any month (which right of set off shall only apply if Landlord fails to pay Tenant’s costs in connection with such self-performance within thirty (30) days of invoicing); provided, setting forthprior to such self-performance and offset right, in reasonable detail, the basis therefor, no (x) Tenant provides Landlord Default with an additional thirty (30) days written notice and opportunity to cure (except for emergencies as provided above) and (y) such right of self-performance shall be deemed limited to have occurred items that materially and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failadversely affect Tenant’s ability to perform its obligations under this Lease, in good faith, to resolve any such dispute within ten (10) days after as Landlord’s Notice failure to perform roof repairs which affect’s Tenant ability to operate its business. The costs of disputeTenant to self-perform hereunder are limited to its reasonable actual, either may submit out-of-pocket expenses related thereto. Notwithstanding anything to the matter contrary herein, Tenant shall not have any right to xxx Landlord for resolution in accordance with Article 22any consequential, punitive or incidental damages (including, without limitation, claims for lost profits and/or lost business opportunity).

Landlord Default. If Notwithstanding anything to the contrary set forth ---------------- in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this AgreementLease if (i) Landlord is obligated to make a payment of money to Tenant, and any Landlord fails to pay such default shall continue for a period unpaid amounts within ten (10) days of written notice from Tenant that the same was not paid when due, or (ii) such failure is other than the obligation to pay money, and Landlord fails to perform such obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord's failure to perform; provided, however, if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the samedefault by Landlord under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity; provided that, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant except as otherwise specifically provided in curing the same, together with interest thereon (this Lease to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidcontrary, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Lease. Tenant shall have the right to terminate this Lease if after giving the notice required above, Landlord hereunder and no right, for any such default, fails timely to offset pay the Tenant Improvement Allowance or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration cure a breach of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice covenant of dispute, either may submit the matter for resolution in accordance with Article 22quiet enjoyment.

Landlord Default. If Landlord Tenant shall default in the performance or observance give written notice of any of its covenants or obligations set forth in this Agreement or failure by Landlord to perform any obligation of Landlord’s obligations under this Lease to Landlord and to any ground lessor, if anymortgagee, or beneficiary under any agreement affecting deed of trust or mortgage encumbering the Leased PropertyPremises whose name and address have been furnished to Tenant in writing. Landlord will not be in default under this Lease unless Landlord (or the ground lessor, mortgagee, or beneficiary) fails to cure the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of nonperformance within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence receipt of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidnotice. However, at if the Overdue Rate. Tenant shall have no right nonperformance reasonably requires more than thirty (30) days to terminate this Agreement for any cure, Landlord will not be in default by Landlord hereunder if the cure is commenced within the thirty (30) day period and no right, for any such default, is thereafter diligently pursued to offset or counterclaim against any Rent or other charges due hereundercompletion. If Landlord shall in good faith dispute fail to cure the occurrence of any Landlord Default and Landlordnon-performance within the thirty (30) day period or fails to diligently pursue to completion during such longer period permitted above, before Tenant may remedy the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred nonperformance and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If reimburse Tenant and Landlord shall fail, in good faith, to resolve any such dispute for same within ten thirty (1030) days after Landlord’s Notice receipt of disputewritten request for reimbursement accompanied by adequate documentation of such expense (a “Default Reimbursement Request”). If Landlord shall fail to make payment to Tenant within such 30-day period on the Default Reimbursement Request, either may submit Tenant shall re-deliver the matter for resolution in accordance with Article 22Default Reimbursement Request to Landlord and to Landlord’s lender at lender’s last known address and Landlord shall have an additional thirty (30) days to reimburse Tenant. If Landlord shall fail to reimburse Tenant within the additional thirty (30) day period, Tenant shall then have the right to deduct the cost from subsequent payments of Rent due to the Landlord under this Lease.

Landlord Default. If Landlord shall default in the performance fail to pay when due any amounts required to be paid by Landlord under this Lease or observance of to observe any of its the covenants or obligations set forth in on Landlord's part to be performed under this Agreement Lease or to comply with any obligation other provisions of this Lease, such act or omission shall constitute a default by Landlord under this Lease. In the event of a default by Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Tenant may give written notice to this AgreementLandlord, and if Landlord thereafter fails to cure any such default shall continue for a period involving the payment of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute money within ten (10) days after Landlord’s Notice the date on which such notice was given, or if the default involves some act or omission other than the payment of disputemoney and shall not be cured within thirty (30) days after the date on which such notice was given (provided, either may submit however, if the matter for resolution default involves some act or omission other than the payment of money which cannot be cured within thirty (30) days after the date on which such notice was given, Tenant shall not exercise any of its remedies unless the cure thereof is not undertaken promptly within such period and thereafter expeditiously completed), then Tenant may, at Tenant's option, perform any such term, provision or condition and any payments made by Tenant in accordance connection therewith shall be immediately due and owing by Landlord to Tenant, and Tenant shall have the right to deduct the amount thereof, together with Article 22the interest at the maximum legal rate thereon, from the Fixed Rents then due or thereafter coming due under this Lease. In addition, Tenant shall have a right to terminate this Lease or exercise any other remedies available to it under Texas law.

Landlord Default. If Landlord shall be in default in under this Lease if (i) Landlord fails to perform any of its obligations hereunder and Landlord fails to commence the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) hereunder within 10 days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(provided that if such failure cannot reasonably be cured within 10 days after written notice thereof from Tenant to Landlord, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure within said 10 day period, or having commenced the curative action within said 10 day period, fails to diligently pursue same) and (ii) each Mortgagee (as defined in Section 23) of whose identity Tenant has been notified in writing shall have failed to cure such additional default within 30 days (or such longer period of time as may be reasonably required specified in any written agreement between Tenant and Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord's failure to correct cure within the same, Tenant may declare time periods provided above. In the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under the Lease, Tenant shall use reasonable efforts to mitigate its damages and no right, for losses arising from any such defaultdefault and Tenant may pursue any and all remedies available to it at law or in equity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordprovided, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthhowever, in reasonable detailno event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee under this Lease and, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failfurther provided, in good faithno event shall Tenant be entitled to receive more than its actual direct damages, to resolve it being agreed that Tenant hereby waives any such dispute within ten (10) days after Landlord’s Notice of dispute, either claim it otherwise may submit the matter have for resolution in accordance with Article 22special or consequential damages.

Landlord Default. If Landlord shall default in the performance or observance of fail to make any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue payment hereunder for a period of more than thirty (30) days after Notice thereof Landlord receives notice of such failure from Tenant Tenant, if Landlord’s representations and warranties in this Lease fail to Landlord be true and any applicable Facility Mortgageecorrect, or if Landlord shall violate, neglect or fail to perform or observe any covenant, condition, representation, warranty or agreement or provision contained herein within thirty (30) days after receipt by Landlord of written notice of such additional failure (or such longer period as may be reasonably required necessary to correct the same, Tenant may declare the occurrence such default if within such thirty (30) day period Landlord shall commence cure of a such default and thereafter pursue correction thereof then such failure shall constitute an “Landlord Default” by a second Notice hereunder. The foregoing notice and cure periods shall not be applicable to specific Lease provisions that provide Tenant with specific rights for Landlord and to such Facility MortgageeDefaults. ThereafterNotwithstanding the foregoing, if in Tenant’s reasonable judgment, an emergency shall exist, Tenant may forthwith cure such default with only reasonable (under the same andcircumstances) notice to Landlord being required. Upon the occurrence and continuance of an Landlord Default, subject Tenant may, at its option and without any obligation to do so, elect to terminate and cancel this Lease, withhold payment or performance under the provisions of Lease until such time as such Landlord Default is cured, cure such Landlord Default and set off against the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred Rent such amounts expended by Tenant in curing connection with such cure or, pursue any other remedy now or hereafter available at law or in equity in the samestate in which the Premises are situated. The self-help option given to Tenant in this Section is for the sole protection of Tenant, together with interest thereon (and its existence shall not release Landlord from its obligation to perform the extent permitted terms, provisions, covenants and conditions herein provided to be performed by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. or deprive Tenant shall of any legal rights which it may have no right to terminate this Agreement for by reason of any such default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall is in default in the performance or observance of under any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting and the Leased Property, the performance of which is not Tenant’s obligation default continues for 30 days after written notice from Tenant (subject to extension pursuant to this AgreementSection 22.9), and Tenant may pursue all remedies at law or in equity. Except as expressly provided hereinbelow, Tenant may not offset any such default shall continue for a period of thirty (30) days after Notice thereof sum due or assertedly due from Landlord to Tenant against any sum due from Tenant to Landlord. Notwithstanding anything in this Section 21.10 to the contrary, if such Landlord default is a result of Landlord’s failure to make repairs or provide essential services and Landlord has not begun within 30 days after the receipt by Landlord of written notice from Tenant of the alleged failure to perform and pursue a cure with reasonable diligence, then Tenant may, at its option, and after providing Landlord with five (5) days' prior written notice of its intent to do so, effect such cure and shall furnish Landlord with a statement of the cost of such cure upon substantial completion thereof; provided, however, that Tenant shall not effectuate any cure which will affect any structural component of the Building or effectuate a cure in such manner as to void applicable Facility Mortgageewarranties or materially and adversely interfere with other tenants' use, utilities or such additional period as may be reasonably required quiet enjoyment of their premises in the Building. With respect to correct Tenant’s cure relating to any mechanical component of the sameBuilding, Tenant may declare the occurrence of a “Landlord Default” by a second Notice Tenant’s notice to Landlord and of its election to cure shall include the name of Tenant’s proposed contractor for such Facility Mortgageecure for Landlord’s reasonable approval, which approval shall not be unreasonably withheld, conditioned or delayed. ThereafterLandlord shall reimburse Tenant for the actual, Tenant may forthwith reasonable costs of any repair or other cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred performed by Tenant in curing the same, together accordance with interest thereon this Section 21.10 (to the extent permitted as documented by lawinvoices) from the date Landlord receives within 30 days of receipt of Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunderwritten demand. If Landlord fails to pay Tenant within such 30-day period, Tenant shall in good faith dispute be permitted to offset the occurrence amount due against its next payment(s) of any Base Rent coming due; provided, however, that if Landlord Default and Landlorddisputes that such default exists or disputes the reasonableness of the amount to be paid, before by written notice to Tenant prior to the expiration of the applicable cure 30-day period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and then Landlord shall have no obligation with respect thereto to pay such amount until Tenant has obtained a final adverse determination thereofnon-appealable court judgment that such sum was due and payable to Tenant under the terms of this Section 21.10 and wrongfully withheld by Landlord. If To the extent any portion thus reimbursed to Tenant and by Landlord represents an amount that would have been included in the Operating Expenses of the Building if paid by Landlord to perform the obligation in question, Landlord shall failbe entitled to include in Operating Expenses such amount. Tenant agrees that if Tenant obtains a judgment against Landlord arising out of Landlord's obligations under this Lease, such judgment may be satisfied only by execution and sale of Landlord's interest in good faiththe Premises leased hereby. Tenant may not seek execution against other property of Landlord, to resolve nor pursue any such dispute within ten judgment, execution or other remedy against the partners or other owners of Landlord or any of their property. Immediately upon receipt of Landlord's written request, Tenant will release any property (10other than the Premises leased hereby) days after from the lien of any judgment obtained by Tenant against Landlord arising out of Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22's obligations under this Lease.

Landlord Default. If Landlord shall default defaults in the performance or observance of any of its covenants or obligations set forth under this Lease (a “Landlord Default”), Tenant may deliver to Landlord written notice specifying the manner in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this AgreementLandlord has defaulted (“Default Notice”), and any if such default shall continue for a period of Landlord Default has not been cured by Landlord within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgageethe delivery of the Default Notice, or (a) such additional shorter period after delivery of the Default Notice as may be appropriate in the case of an emergency, or (b) such longer period as may be reasonably required necessary to correct cure such default if it cannot practicably be cured within thirty (30) days, provided Landlord proceeds with diligence to cure such default at the sameearliest practicable date, then Tenant may declare shall have the occurrence of a “right (but not the obligation) to perform such obligation on Landlord’s account. In the event Tenant cures any such Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sametherefor, together with interest thereon shall be reimbursed by Landlord within thirty (30) days after receipt of demand and detailed invoice therefor. In addition to the extent permitted by lawforegoing remedy of Tenant, in the event of a Landlord Default which remains uncured for the duration of the notice and cure period set forth above, and as a result of such Default the Premises are inaccessible or untenantable for the business of the Tenant for a period of ninety (90) from the date Landlord receives Tenant’s invoice until paidconsecutive days, at the Overdue Rate. then, in such event, Tenant shall have no the right to terminate this Agreement for Lease by delivery of written notice to Landlord at any default by Landlord hereunder and no right, for any time after such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any cure period while such Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remains uncured.

Landlord Default. If Landlord shall default in the performance or observance of fails to perform any of its covenants or obligations set forth provided in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof from Tenant written notice (or five (5) days written notice if such failure causes the premises to be untenable, unsafe or unhealthful for its occupants) then Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed in default, and thereafter Tenant shall be allowed all remedies at law or as provided under this Lease, including but not limited to, lease termination, rental abatement or offset, and/or to have occurred perform on Landlord’s behalf and at Landlord’s cost. BROKERAGE FEES AND COMMISSIONS Landlord shall have and Tenant each represent and warrant that no obligation real estate broker or agent except Madison Partners (the “Tenant’s Broker”) on behalf of Tenant and Cresa Partners (the “Landlord’s Broker”) acted on its behalf in connection with respect thereto until final adverse determination thereofthis lease transaction. If Tenant and Landlord each agree to defend, indemnify and hold each other, its agents, employees, partners, directors, shareholders and independent contractors harmless from and against any and all liabilities, costs, demands, judgments, settlements, claims, and losses, including reasonable attorneys fees and costs, incurred by Landlord or Tenant in connection with a breach of the foregoing representation. Landlord covenants and agrees that it shall fail, in good faith, be solely responsible for the payment of any leasing commissions which may become due to resolve any such dispute within ten (10) days after Landlord’s Notice Broker in connection with this Lease. Tenant covenants and agrees that it shall be solely responsible for the payment of dispute, either any leasing commissions which may submit become due to Tenant’s Broker in connection with this Lease. The provisions of this Article 15 shall survive the matter for resolution in accordance with Article 22expiration or sooner termination of this Lease.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease only if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord's failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, due to the nature of the default or due to Events of Force Majeure, then Landlord shall not be in default under this Lease if it shall promptly commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion, subject in all cases to any Event of Force Majeure. If Landlordis in default, as provided above (including the expiration of the applicable Facility Mortgageegrace, notice or cure period), of its obligations under this Lease, then, in addition to such additional period other rights and remedies as may be reasonably available to Tenant at law or in equity, if such default consists of a failure to make any repairs to the interior of the Premises or to components of the Building Systems serving only the Premises that Landlord is required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject make pursuant to the provisions of the following paragraphLease, invoice and, as a result of the condition of the Premises caused by such failure, Tenant is unable to fully utilize any portion of the Premises, then Tenant shall be entitled to make such repair that Landlord has failed to make, and Landlord shall reimburse Tenant for its reasonable out-of-pocket costs and expenses to third parties in effecting such repair within thirty (including reasonable attorneys’ fees and court costs30) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives days after receipt of Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default therefore accompanied by Landlord hereunder copies of all invoices and no right, for any statements detailing such default, to offset or counterclaim against any Rent or costs and such other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and information as may reasonably be requested by Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If In the event Landlord shall default in the performance should neglect or observance of fail to perform or observe any of its covenants the covenants, provisions or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementobserved, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from written notice of default (or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to commence the curing of such default within such thirty (30) day period and proceed diligently thereafter) or for any commercially unreasonable time if an emergency situation occurs, then Landlord shall be responsible to Tenant for any actual damages sustained by Tenant as a result of Landlord’s breach, but not special or consequential damages. Should Tenant give written notice to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameany default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject shall give similar notice to the provisions holder of any mortgages or deeds of trust against the following paragraphBuilding or the lessor of any ground lease, invoice Landlord for costs and expenses (including prior to any cancellation of this Lease, the holder of such mortgage or deed of trust and/or the lessor under such ground lease shall be given a reasonable attorneys’ fees period of time to correct or remedy such default. If and court costs) incurred by Tenant in curing when such holder of such mortgage or deed of trust and/or the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for lessor under any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence ground lease has made performance on behalf of any Landlord Default and Landlord, before the expiration default of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed cured. Notwithstanding any other provisions in this Lease, any claim which Tenant may have against Landlord for failure to have occurred and perform or observe any of the covenants, provisions or conditions contained in this Lease shall be deemed waived unless such claim is asserted by written notice thereof to Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit commencement of the matter for resolution in accordance with Article 22alleged default or occurrence of the cause of action and unless suit be brought thereon within six (6) months subsequent to the occurrence of such cause of action.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of the obligations required to be performed by Landlord pursuant to this Lease (i) if Landlord fails to timely fulfill its obligation to fund any portion of its covenants or obligations the Improvement Allowance pursuant to the terms set forth in this Agreement the Tenant Work Letter or any obligation in the First Amendment Work Letter (which is to be attached to the First Amendment to Amended and Restated Office Lease), but only to the extent Landlord does not (A) subsequently cure such failure within twenty (20) business days following its receipt of written notice of such failure from Tenant (a “Payment Failure Notice”), or (B) deliver notice (a “Refusal Notice”) to Tenant within such twenty (20) business day period explaining (with reasonable specificity) Landlord’s reasons supporting Landlord’s position that the amounts described in the Payment Failure Notice are not, in fact, then due and payable by Landlord (in which case Landlord shall promptly fund the amount of the Improvement Allowance, if any, under that Landlord does not contest is then due and payable by Landlord), or (ii) if Landlord fails to perform any agreement affecting the Leased Property, the performance of which is not Tenant’s other such obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Upon any applicable Facility Mortgageesuch default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity. Any award from a court or arbitrator in favor of Tenant requiring payment by Landlord which is not paid by Landlord within the time period directed by such additional period as award, may be reasonably required to correct the sameoffset by Tenant from Rent next due and payable under this Lease; provided, however, Tenant may declare not deduct the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions amount of the following paragraph, invoice Landlord for costs award against more than fifty percent (50%) of Base Rent next due and expenses owing (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing until such time as the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any entire amount of such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22judgment is deducted).

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants non-monetary obligations hereunder, then Tenant, without being obligated to and without waiving such default, shall have the following remedies which shall be cumulative and shall be in addition to those remedies which Tenant may have at law or obligations set forth in this Agreement equity. If Tenant provides notice to Landlord (and any Overlessor or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance Mortgagee of which is not Tenant’s obligation pursuant to this AgreementTenant has been notified) of any default of Landlord hereunder other than the payment of money (the "Landlord Default Notice"), and any Landlord (or Overlessor or Mortgagee) shall fail to cure such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, following the receipt of such notice (or such additional period as may be reasonably required to correct soon as possible under all of the samecircumstances in the event of an emergency), Tenant may declare perform any such obligation within the occurrence of a “Landlord Default” by a second Notice to Landlord Premises, and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure perform any such obligation outside the same and, subject Premises to the provisions extent Landlord's non-performance of such obligation outside the Premises has a material adverse effect on Tenant's use of the Premises; provided, however, if such default cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default if Landlord (or such Overlessor or Mortgagee) promptly commences the cure of such default and diligently pursues such cure to completion. The Landlord Default Notice shall set forth with reasonable particularity the nature of the default, shall state that such notice is being given in accordance with this Subsection 23.3, and shall contain the following paragraphstatement in capitalized bold type: "IF YOU FAIL TO PERFORM THE OBLIGATION REFERENCED IN THIS NOTICE WITHIN THE TIME PERIOD SPECIFIED IN THE LEASE, invoice Landlord for WE SHALL EXERCISE OUR SELF-HELP REMEDIES UNDER THE LEASE." The full reasonable amount of the costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameto perform such obligation, together with reasonable attorney's fee incurred by Tenant, shall be paid by Landlord to Tenant with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Interest Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If In the event Landlord shall at any time be in default in the observance or performance or observance of any of its the terms, conditions or covenants required to be performed or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, observed by Landlord hereunder and any such default shall continue for a period of thirty (30) days after Notice thereof written notice to Landlord from Tenant to specifying such default (or, if such default is incapable of being cured in a reasonable manner within thirty (30) days, then Landlord and any applicable Facility Mortgagee, or shall have such additional period time as is reasonably necessary to cure such default provided Landlord promptly commences such cure and diligently pursues such cure to completion), then Tenant shall be entitled, in addition to all remedies otherwise available under this Lease, at law or in equity, to (i) bring suit for the collection of any amounts for which Landlord may be reasonably required to correct the samein default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, without terminating this Lease; (ii) Intentionally deleted; and/or (iii) subject to applicable notice and cure periods for the provisions Landlord, cure any such breach or default on behalf of Landlord, without terminating this Lease, in which case Landlord shall pay Tenant for all the following paragraph, invoice Landlord damages suffered by Tenant and for all the costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing such default within forty-five (45) days of written notice to Landlord of such amount, and if Landlord fails to pay and/or reimburse Tenant in full within such forty-five (45) day period, then such amounts shall accrue interest at the same, together with interest thereon (to the extent permitted by law) Default Rate from the date Landlord receives Tenant’s invoice until paidof the initial default, at the Overdue Rate. and Tenant shall have no the right to terminate deduct all amounts from Additional Rent (but not from Base Rent). Notwithstanding anything to the contrary contained in this Agreement for Lease, in the event of an emergency Tenant shall have the immediate right to cure any such breach or default by Landlord hereunder and no right, for any such default, prior to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable notice and cure periodperiod if reasonably necessary to protect the Premises, shall give Notice thereof to Tenantprevent injury or damage to persons or property or in the event of any other emergency, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall pay to Tenant all amounts expended by Tenant within forty-five (45) days of written notice to Landlord of such amount, and if Landlord fails to pay and/or reimburse Tenant in full within such forty-five (45) day period, then such amounts shall accrue interest at the Default Rate from the date of the initial default, and Tenant shall have the right to deduct all amounts from Additional Rent (but not from Base Rent). All amounts due from Landlord to Tenant hereunder shall bear interest at the Default Rate if not paid on or before the deadlines set forth herein. It is specifically understood and agreed, anything in this Lease to the contrary notwithstanding, that there shall be no obligation personal liability on Landlord (nor on Landlord’s officers, principals, agents and employees) with respect thereto until final adverse determination thereof. If to any of the covenants, conditions or provisions of this Lease; in the event of a breach or default by Landlord of any of its obligations under this Lease, Tenant and shall look solely to the equity of Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlordthe Property for the satisfaction of Tenant’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22remedies.

Landlord Default. If Landlord shall be in default in the performance of this Lease (a “Landlord Default”) if Landlord fails to perform any term, covenant or observance condition of any of its covenants or obligations set forth in Landlord under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant Lease and fails to this Agreement, and any cure such default shall continue for within a period of thirty (30) days after Notice thereof Landlord’s receipt of notice (and receipt by any Landlord’s Mortgagee whose address has been given in a written notice to Tenant prior to the date upon which Tenant provides notice to Landlord of any such default under this Lease) from Tenant specifying such default, or if the default specified by Tenant is not capable of cure within such thirty (30) day period, if Landlord fails after notice from Tenant to Landlord and any applicable Facility Mortgagee, or commence to cure such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses default within thirty (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (1030) days after Landlord’s Notice receipt of disputenotice and to diligently pursue completion of such cure. In no event shall Tenant have the right to terminate this Lease or withhold rent as a result of a Landlord Default and Tenant’s remedies shall be limited to an action for damages, either may submit injunction or specific performance of this Lease. In the matter event Landlord fails to timely comply with these provisions and if a Landlord Default materially affects Tenant’s health and safety and/or the operation of Tenant’s business, Tenant shall have the right to cure such Landlord Default provided that Landlord does not in good faith dispute Tenant’s right to perform such cure, and further provided that such Landlord Default continues for resolution five (5) days after Landlord has received a second written notice thereof from Tenant. To the extent the costs of such Tenant cure are otherwise the sole responsibility of Landlord under this Lease (with Tenant having no payment or reimbursement obligation therefor), Landlord shall reimburse Tenant within thirty (30) days after Tenant submits a written invoice for the reasonable costs incurred by Tenant in accordance with Article 22effecting such cure.

Landlord Default. If Landlord shall be in default in under this Lease (herein "Landlord's Default") upon the performance failure or observance of any of its covenants or obligations set forth in this Agreement or any obligation refusal of Landlord, at any time during the Term, to fulfill or perform any covenant, agreement or obligation of Landlord hereunder if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default failure or refusal shall continue without correction for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional shorter period of time as reasonable in an emergency or such longer period as may reasonably necessary as provided below) after written notice thereof to Landlord, provided that if such covenant, agreement or obligation shall be of such a nature that it cannot be reasonably required fulfilled or performed within such thirty (30) days exercising due diligence and if Landlord in good faith commences to correct fulfill or perform same within said thirty (30) day period, a Landlord’s Default shall not be deemed to have occurred if Landlord is then diligently pursuing the samefulfillment or performance of the covenant, agreement or obligation and shall thereafter continuously and diligently proceed therewith until completion. Tenant may declare the occurrence of a “shall have all remedies at law and in equity upon any such Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions following. Notwithstanding anything else contained in this Lease, should Landlord breach any of its duties or obligations to Tenant in respect of any Landlord-required repair actions within or to the Premises itself only, and if Tenant reasonably concludes that an emergency situation exists in or to the Premises which materially jeopardizes Tenant’s ability to operate business (including imminent harm to person or property), Tenant shall provide such written notice and time for Landlord to cure as may be practicable under the circumstances and Tenant in such circumstances only, where Landlord does not timely then commence the cure and prosecute same with reasonable diligence toward completion, may take such action as is reasonably necessary to begin to remedy such emergency situation so as to mitigate damages and losses, pending Landlord’s undertaking action as required under this Lease, but taking same to completion where (if) Landlord does not undertake the effort in a reasonable time under the circumstances (and the parties acknowledge that under emergency circumstances it is possible to reasonably conclude that very little notice is sufficient due to such exigency). In connection therewith, provided Tenant is not in default or violation of this Lease of which written notice has been given (and if so, not until such default or violation has been cured), Landlord shall promptly thereafter reimburse Tenant following submission of reasonable documentation evidencing the reasonable actual expenses reasonably so incurred by Tenant (including paid receipts therefor so as to assure Landlord of repairs having been performed in a good and xxxxxxx-like manner to lien-free completion) in taking only such action herein permitted which was otherwise required of Landlord; provided further, however, notwithstanding this sentence, no such action may be taken by Tenant in respect of the following paragraphroof except Tenant may take certain reasonable non-structural non-invasive non-damaging measures to mitigate its losses, invoice such as having a tarp or other covering or similar temporary protection installed or placed but only while exercising commercially reasonable care in good faith to try to avoid further damaging the roof or voiding any roof warranty or bond; and provided further under no circumstances may Tenant take a rental off-set or abatement in respect of any cost, expense or reimbursement so incurred or otherwise due Tenant hereunder, Tenant’s sole and exclusive remedy for Landlord’s failure to reimburse same being limited to an action for damages against Landlord for costs (and expenses (including the prevailing party shall be entitled to recover from the non-prevailing party, such prevailing party’s reasonable attorneys’ fees and court costs) costs reasonably incurred by in the prosecution or defense of such an action (as applicable), through and including appellate levels). Under no circumstances shall any provision of this Lease be deemed or construed to consent to or otherwise permit Tenant in curing the same, together with interest thereon to take any such actions outside of its Premises (other than as to the extent permitted by law) from roof as aforesaid and other than against the date Landlord receives Tenant’s invoice until paid, at immediate exterior if the Overdue Rate. Tenant shall have no right to terminate this Agreement situation qualifies otherwise hereunder for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22self-help attention).

Landlord Default. If Landlord Tenant shall default in the performance or observance give notice of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any obligation of Lease to Landlord, if any, and to any Mortgagee whose name and address have been given to Tenant. Landlord shall not be in default under any agreement affecting the Leased Property, the this Lease unless Landlord (or such Mortgagee) fails to cure such non-performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant receipt of Tenant’s notice. However, if such non performance requires more than thirty (30) days to Landlord and any applicable Facility Mortgageecure, or such additional period as may shall be reasonably required extended in the case of any such non-performance that cannot be cured by the payment of money where such non-performance can be cured, and Landlord begins promptly within said thirty (30) day period and thereafter diligently completes the cure. In no event shall either party under this Lease be liable for indirect or consequential damages except as expressly set forth herein or to correct the sameextent covered by insurance maintained by the party against whom such liability is claimed. If Landlord is in default in the performance of any of its obligations under this Lease, beyond applicable notice and cure periods, then, as Tenant’s sole remedy (except as set forth below), Tenant may declare shall have the occurrence of a “right to remedy such default on Landlord’s behalf (provided that Tenant uses reasonable efforts to avoid violating or rendering void any warranties maintained by Landlord), in which event Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, within thirty (30) days after invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing connection therewith. If (i) Landlord disputes Tenant’s right to have undertaken any such remedy or the sameamount of reimbursement claimed by Tenant, together (ii) Tenant obtains a final, unappealable judgment against Landlord for failure to reimburse Tenant for such costs, and (iii) Landlord fails to pay such costs to Tenant *Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. 55 within thirty (30) days following notice from Tenant of such judgment, then Tenant shall have the right to recover the same by an abatement of Fixed Rent, provided that such abatement (and the accrual of any interest thereon (on such amounts) shall cease at such time as and to the extent permitted by lawthat payment is tendered to Tenant. Notwithstanding the foregoing, if the amount of the abatement is more than ten percent (10%) from of the date aggregate amount of Fixed Rent due in any month, then the amount abated in any one month shall not exceed ten percent (10%) of the Fixed Rent and the excess amount of the abatement shall be carried forward with interest at the Default Rate provided that at the time of termination of the Lease, Landlord receives shall pay all accrued amounts due and owing to Tenant pursuant to this section. Tenant’s invoice until paid, at self-help rights under this Section 35.1 shall be exercised by Tenant only (i) with respect to conditions actually existing within the Overdue Rate. Premises (and not affecting the structural components of the Building or systems serving other tenants of the Building) and (ii) after Tenant shall have no right has provided Landlord with notice of Tenant’s intention to terminate this Agreement for any default by Landlord hereunder and no exercise such right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, has failed to resolve any such dispute commence action to remedy the condition complained of within ten (10) days after its receipt of such notice (or if Landlord commences to do the act required within such period but fails to proceed diligently thereafter). Tenant’s remedies under this Section 35.1 are personal to Tenant and may not be exercised by any subtenants or assignees (other than a Successor Entity) against Landlord. Tenant shall indemnify, save harmless and defend Landlord and its members, managers, officers, mortgagees, agents, employees, independent contractors, invitees and other persons acting under them from and against all liability, claim or cost (including reasonable attorneys’ fees) arising in whole or in part out of any negligent act or omission or willful misconduct in connection with Tenant’s Notice exercise of dispute, either may submit the matter for resolution in accordance with Article 22its remedies pursuant to this Section 35.1.

Landlord Default. If (1) Subject to the terms hereof, if (i) Landlord shall default in the performance or observance of any covenant or provision of its covenants this Lease pertaining to the provision of services by Landlord or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of repairs or maintenance on Landlord's part to be performed (which default shall not be occasioned by (a) the acts or omissions of Tenant or Tenant's agents, assignees, contractors, employees, invitees, licensees, sublessees or others for whose actions Tenant is not Tenant’s obligation pursuant responsible or over whose actions Tenant can reasonably be expected to this Agreementexercise control, and any or (b) circumstances, events or facts beyond Landlord's reasonable control), (ii) Landlord shall fail to remedy such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Tenant shall have given Landlord written notice of disputesuch default specifying the same in detail and specifying that the failure to cure the same within ten (10) days shall be deemed a Landlord Default hereunder, either and (iii) such default shall substantially impair Tenant's use and enjoyment of the Premises, then upon the expiration of such 10-day cure period the Tenant shall (as Tenant's sole and exclusive remedies) be entitled to exercise the remedies set forth in this Section 22(E). Notwithstanding the foregoing, in the event that any such default is not reasonably susceptible of cure within such ten (10) day cure period, such cure period shall automatically be deemed to be extended for such additional period as shall be reasonably required to cure such default, provided that Landlord commences such cure within such 10-day period and diligently pursues such cure thereafter. Any such default on the part of Landlord which is not cured within such 10-day cure period (as the same may submit be extended pursuant to the matter for resolution in accordance with Article 22preceding sentence) shall be deemed a "Landlord Default".

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease and such failure shall continue beyond expiration of any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any cure period provided for such default shall continue or, in the absence of a stated cure period for a period of such default, for thirty (30) days after Notice thereof written notice from Tenant to Landlord and any applicable Facility Mortgageespecifying the circumstances of such default, or if in the exercise of Landlord’s reasonable diligence, the same cannot be cured within such thirty (30) day period, such period shall be extended for that reasonable period of time which is reasonably necessary to cure such default, up to an additional period thirty (30) days. Tenant may at its option cure the default at Landlord’s expense. Tenant shall be entitled to perform the work, or take such actions in accordance with the applicable terms and conditions of this Lease, if any, as may be reasonably required necessary to correct cure the samesituation giving rise to Landlord’s default. Notwithstanding the foregoing notice and time periods, in the event of an emergency and a default materially prejudicial to Tenant, Tenant may declare need give only such notice as is reasonable under the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgageecircumstances. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for All reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing a default under this Lease, including reasonable attorneys’ fees, shall be an obligation of Landlord to Tenant, payable on demand. Landlord shall pay upon demand all of Tenant’s reasonable costs, charges and expenses, including the samereasonable fees of counsel, together with interest thereon (agents, and others retained by Tenant, incurred in successfully enforcing Landlord’s obligations under this Agreement. Notwithstanding anything to the extent permitted contrary contained herein, under no circumstances may Tenant offset amounts owed by law) from the date Landlord receives against future installments of Rent prior to Tenant’s invoice until paidobtaining a judgment against Landlord. The remedies stated in this Agreement for Landlord’s defaults and all other remedies provided for in this Agreement in the event of Landlord’s failure to perform a material obligation under this Agreement are cumulative and not exclusive, and in every case Tenant shall have available to it all remedies provided at the Overdue Rate. law and in equity, except that Tenant shall have no right of self-help except as expressly provided and subject to terminate the conditions and limitations as provided in this Agreement for Lease, nor any default right to set off claims against Landlord against Rent and other Tenant Payment Obligations, such rights being expressly waived by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance fails to perform or observance observe or ---------------- otherwise breaches any term of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease and any such default failure shall continue for a period of more than thirty (30) days after Notice thereof from Tenant gives Landlord written notice of such failure, or, if such failure does not arise out of a failure by Landlord to pay a sum of money and cannot reasonably be corrected within such 30-day period, if Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required does not commence to correct such default within such 30-day period and thereafter diligently prosecute the samecorrection of same to completion within a reasonable time, Tenant may declare a "Landlord Event of Default" shall exist under this Lease. Upon the occurrence of a “Landlord Event of Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith at Tenant's option, cure the same andLandlord Event of Default and the actual cost of such cure shall be payable by Landlord to Tenant within thirty (30) calendar days after written demand; provided, subject however, that if a failure by Landlord to perform or observe any term of this Lease gives rise to circumstances or conditions which constitute an emergency threatening human health or safety or substantial damage to the provisions Demised Premises or Tenant's personal property, or materially impeding the conduct of the following paragraphbusiness of Tenant at the Demised Premises, invoice Tenant shall be entitled to take immediate curative action (prior to the expiration of any notice and cure period set forth above) to the extent necessary to eliminate the emergency. If Landlord does not pay to Tenant the amount of such cost, upon written demand, Tenant may set off such cost against installments of Base Rent or other amounts due Landlord under this Lease. Such cost must be reasonably incurred and must not exceed the scope of the Landlord Event of Default in question, and if such costs are chargeable as a result of labor or materials provided directly by Tenant, rather than by unrelated third parties, the costs shall not exceed the amount which would have been charged by a qualified third party unrelated to Tenant. The quality of all work performed by Tenant must equal or exceed the quality of Landlord's Work. Such costs must be reasonably documented and copies of such documentation must be delivered to Landlord with the written demand for costs and expenses (including reasonable attorneys’ fees and court costs) reimbursement. Tenant shall be permitted to continue to set off against succeeding installments of Base Rent until the total amount of such cost actually incurred by Tenant has been recovered by Tenant. If Tenant elects to exercise its right of set-off, as provided in this Section 22.1, such set-off is intended to be the exclusive remedy available to Tenant with respect to the Landlord Event of Default which gave rise to the set-off. Accordingly, once Tenant has fully set off all of the permissible cost of curing the sameLandlord Event of Default, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall longer be deemed to have occurred and Landlord shall have no obligation be in default under this Lease with respect thereto until final adverse determination thereofto the Landlord Event of Default that was the subject of the set off. If Nothing contained in this Section 22.1 shall create or imply the existence of any obligation by Tenant and to cure any Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Event of dispute, either may submit the matter for resolution in accordance with Article 22Default.

Landlord Default. If Landlord shall default in Notwithstanding anything to the performance or observance of any of its covenants or obligations contrary set forth in this Agreement Lease, Landlord shall not be in default under the TCCs of this Lease or any obligation of Landlord, if any, under any agreement affecting the Leased Property, in the performance of which is not Tenant’s any obligation required to be performed by Landlord pursuant to this Agreement, and any Lease unless Landlord fails to cure such default shall continue for a period of and/or to perform such obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant specifying in detail Landlord's alleged default or failure to perform; provided, however, if the nature of Landlord's default or obligation is such that more than thirty (30) days are required for its cure or performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant shall provide a copy of any notice of default given to Landlord to Landlord's mortgagee (provided that Tenant has been provided with the name and address of such mortgagee) and Landlord's mortgagee shall have the right to cure any applicable Facility Mortgageesuch default on behalf of the Landlord within thirty days after the receipt of such notice, or provided, however, if the nature of Landlord's obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if Landlord's mortgagee shall commence such performance within such thirty (30) day period as may be reasonably required and thereafter diligently pursues the same to correct the samecompletion. Upon any such default by Landlord (following such notice and opportunity to cure) under this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftermay, Tenant may forthwith cure the same and, subject except as otherwise specifically provided in this Lease to the provisions contrary, exercise any of the following paragraphits rights provided at law or in equity, invoice Landlord for costs provided, however, except as expressly provided in SECTIONS 6.4, 11.3, 13.1 and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate19.8. Tenant shall have no right to offset or withhold the payment of Rent or to terminate this Agreement for any default by Landlord hereunder and no rightLease as the result of Landlord's default. Nothing in this SECTION 19.7 shall extend or delay Tenant's rights of termination or abatement under SECTIONS 6.4, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence 11.3 and/or 13.1 of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22this Lease.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease if Landlord fails to perform any obligation required of Landlord, if any, Landlord under any agreement affecting the Leased Property, terms of this Lease and fails to cure the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant to Landlord and any applicable Facility Mortgagee, or such additional specifying the nature of Landlord’s failure to perform; provided that the thirty (30) day period as may shall be extended for the time reasonably required to correct complete the samecure, not exceeding an additional ninety (90) day period, if the failure cannot reasonably be cured within the thirty (30) day period and if Landlord commences performance within the thirty (30) day period and thereafter diligently and continuously proceeds to cure the failure and provided further that if the default is not reasonably susceptible of being cured within the ninety (90) day period, and Landlord is diligently proceeding with the cure, the ninety (90) day period shall be extended while Landlord is diligently curing, so long as the failure does not create any risk to life, health or safety at the Project. If Landlord fails to cure any such default within the time period specified above, and such default materially interferes with Tenant’s ability to use and occupy the Premises, Tenant may declare the occurrence of a “Landlord Default” elect, by a second Notice ten (10) days’ prior written notice to Landlord and Landlord, as its sole remedy, to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same anddefault, subject to and the provisions reasonable costs of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) Tenant incurred by Tenant in curing the samedefault, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default be reimbursed by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after following Tenant’s written demand therefor, accompanied by appropriate invoices. Notwithstanding the foregoing, this Section shall not apply to Landlord’s Notice obligations under Section 27, and Tenant’s sole rights and remedies with respect to any failure of dispute, either may submit the matter for resolution in accordance with Article 22Landlord to perform under Landlord’s obligations under Section 27 shall be exclusively governed by Section 27.

Landlord Default. If Landlord shall be in default in under this Lease if Landlord has not commenced and pursued with reasonable diligence the performance or observance cure of any failure of Landlord to meet its covenants or obligations set forth in under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof of the receipt by Landlord of written notice from Tenant of the alleged failure to perform. Notwithstanding anything in this Lease to the contrary, Landlord and shall never be liable to Tenant in the event of a default by Landlord or otherwise under any applicable Facility Mortgageeprovision of this Lease for any loss of business or profits or other direct, special, incidental, indirect or consequential damages or for punitive or special damages of any kind. None of Landlord's officers, employees, agents, directors, shareholders, or such additional period as may be reasonably required partners shall ever have any personal liability to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant under or in curing the same, together connection with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Ratethis Lease. Tenant shall have look solely to Landlord's estate and interest in the Premises for the satisfaction of any right or remedy of Tenant under this Lease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord, and no right other property or assets of Landlord or its principals shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Tenant's rights or remedies under this Lease, the relationship of Landlord and Tenant under this Lease, Tenant's use and occupancy of the Premises, or any other liability of Landlord to Tenant of whatever kind or nature. Except as specifically provided in this Lease, Tenant expressly, knowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant to terminate or rescind this Agreement for Lease as a result of Landlord's default as to any default by Landlord hereunder and no right, for any such default, to offset covenant or counterclaim against any Rent agreement contained in this Lease or other charges due hereunder. If Landlord shall in good faith dispute as a result of the occurrence breach of any Landlord Default and promise or inducement allegedly made on behalf of Landlord, before the expiration whether in this Lease or elsewhere. No act or omission of the applicable cure period, Landlord or its agents shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and constitute an actual or constructive eviction of Tenant unless Landlord shall have first received written notice of Tenant's claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no obligation with respect thereto until final adverse determination thereofevent shall be less than thirty (30) days. If Landlord Initials _____ Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.Initials _____

Landlord Default. In the event of any noncompliance with the terms and conditions of this Lease by Landlord, Tenant shall, before exercising any right or remedy available to it at law, in equity or hereunder, give Landlord written notice of such noncompliance. If prior to its giving such notice, Tenant has been notified in writing (by way of notice of Assignment of Rents and Leases by execution of a subordination agreement, or by notice delivered in accordance with the provisions of Paragraph 24 hereof) of the address of a Mortgagee which has furnished any of the financing referred to in Paragraph 21 hereof, concurrently with giving the aforesaid notice to Landlord, Tenant shall, by registered mail, transmit a copy thereof to such Mortgagee. For the 30 days following the giving of the notice(s) required by the foregoing portion of this Section 22 (or such longer period of time as may be reasonably required to cure a matter which, due to its nature, cannot be reasonably rectified within 30 days), Landlord shall have the right to cure the noncompliance involved. If Landlord has failed to effect such cure within such period, any such Mortgagee shall have 30 days within which to cure the same, or, if such default cannot be cured within that period, such additional time as may be reasonably necessary to cure such default, if within such period, said Mortgagee has commenced and diligently pursues the actions or remedies to completion; provided, however, that any such cure must be completed within 160 days following Landlord's cure period. Notwithstanding the foregoing, in case of a bona fide emergency and which results in a substantial portion of the Premises being untenantable not arising as a result of the Non-Abatement Conditions, as hereinafter defined, and as a result, Tenant has not occupied such portion of the Premises for at least 7 consecutive days, (i) Tenant shall not be required to give written notice, but may, instead, give oral telephone notice to Landlord (so long as such oral notice is promptly followed by written notice, which may be by means of facsimile transmission), and (ii) neither Landlord nor such Mortgagee shall be entitled to such 30-day period to cure any such noncompliance and, instead, Landlord and such Mortgagee shall have such shorter time as is reasonably necessary to cure such noncompliance in light of the nature of the emergency and all surrounding circumstances. Upon Landlord's (and Mortgagee's, if applicable) failure to cure any failure of its performance or observance of any of its covenants or obligations as set forth in this Agreement Lease beyond the cure period set forth herein, Tenant, at its option, but without obligation, may perform such acts and pay such amounts as are reasonably necessary to cure such default by Landlord, and Landlord shall reimburse Tenant for the out-of-pocket costs reasonably incurred in connection therewith within 30 days following receipt of Tenant's written request with accompanying paid invoices evidencing such costs. If such amounts are not paid by Landlord within said 30 days, Tenant shall have the right to offset such amounts against the Base Rent due under this Lease. "Non-Abatement Conditions" shall mean if the emergency condition arises as a result of, (1) the failure of Tenant to comply with the requirements of this Lease for occupancy and use, (2) as to HVAC, the Premises is not being utilized in accordance with the Premises' HVAC and electrical systems and (3) Tenant's installation or use of the Fiber Optic Cable and/or UPS Installation, as hereinafter defined. Further, notwithstanding the foregoing to the contrary, if the reason any obligation such emergency arises is due to force majeure events, including, but not limited to, a (a) failure to furnish or delay in furnishing any such utilities or services when such failure or delay is caused by acts of God or the elements, labor disturbances of any character, Tenant's negligence or wilful misconduct, or other conditions the remedy for which is beyond the control of Landlord, if anyand/or (b) the limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or the Buildings Complex by utility providers or as a result of acts of governmental authorities including under any agreement affecting the Leased PropertyApplicable Laws, the performance of which is foregoing offset right shall not be available to the Tenant’s obligation pursuant to this Agreement. Finally, and any such default shall continue for a period of thirty (30) days after Notice thereof from provided the Tenant has complied with the notice to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct Mortgagee (and afforded the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject opportunities) pursuant to the terms of the first four sentences of this Paragraph, and has not elected to avail itself of the offset provisions of this Paragraph as Tenant's remedy, the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right be entitled to terminate this Agreement for any default by Landlord hereunder equitable relief and no rightactual damages, but not consequential or punitive damages, for any such default, to offset or counterclaim against any Rent or other charges due Landlord's breach of Landlord's obligations hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in Notwithstanding anything to the performance or observance of any of its covenants or obligations contrary set forth in this Agreement or Lease, Landlord shall be in default under this Lease only if Landlord fails to perform any obligation of Landlord, if any, under any agreement affecting its obligations hereunder following the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease Commencement Date and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from Tenant delivers to Landlord written notice specifying such failure; however, if such failure cannot reasonably be cured within such 30-day period, but Landlord commences to cure such failure within such 30-day period and any applicable Facility Mortgageethereafter diligently pursues the curing thereof to completion, then Landlord shall not be in default hereunder or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgageeliable for damages therefor. Thereafter, Tenant may forthwith cure the same and, subject to Except where the provisions of the following paragraphthis Lease grant Tenant an express, invoice exclusive remedy, or expressly deny Tenant a remedy, Tenant's exclusive remedy for Landlord's default under this Lease shall be limited to Tenant's actual direct, but not consequential, damages caused by such default; in each case, Landlord's liability or obligations with respect to any such remedy shall be limited as provided in Section 29.13 below. All obligations of Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameunder this Lease shall be construed as covenants, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Ratenot conditions. Tenant shall have no hereby waives the benefit of any laws granting it the right to perform Landlord's obligations or the right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset Lease or counterclaim against any withhold Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence on account of any Landlord Default and Landlord, before default. Without limiting the expiration generality of the applicable cure periodforegoing, shall give Notice thereof Tenant hereby waives and agrees not to pursue or claim any excuse or offset to Tenant's obligations under this Lease based on the doctrines of impossibility, setting forthimpracticality, in reasonable detailfrustration of contract, the basis thereforfrustration of purpose, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22or other similar legal principals.

Landlord Default. If Landlord shall default in fail to perform or observe (a) any covenant or obligation required to be performed by Landlord hereunder or (b) any obligation of Landlord, under any Third Party Lease, any Power Test Lease, the Leemilt's Lease, the Gettymart Lease or Fee Mortgage the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreementhereunder, and any such default Default referred to in clause (a) or (b) shall continue for (x) with respect to a monetary Default a period of thirty ten (3010) days Business Days after Notice thereof from Tenant and (y) with respect to Landlord and any applicable Facility Mortgageea non-monetary Default, thirty (30) Business Days after Notice thereof from Tenant or such additional longer period as may be reasonably required reasonable under the circumstances, then upon Landlord's receipt of a second Notice from Tenant with respect to correct the samesuch Default, Tenant may declare a "Landlord Default" shall be deemed to have occurred hereunder. Upon the occurrence of a “any such Landlord Default” by a second Notice , Tenant shall have the right, but not the obligation, to Landlord and make such payment or perform such act on Landlord's part that gave rise to such Facility MortgageeLandlord Default. ThereafterIn the event that a court of competent jurisdiction enters a final, non-appealable judgment or order confirming the occurrence of any such Landlord Default and allowing Tenant may forthwith cure to recover the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing such Landlord Default, then Tenant shall have the right to offset against any payment of Fixed Rent due hereunder an amount equal to the damages suffered by Tenant as a result of such Landlord Default, as set forth in such final order or judgement. In the event that Tenant elects to offset any amount against Fixed Rent in accordance with this Section 31.1, Tenant shall give Landlord Notice of such election to offset at least twenty (20) days prior to effecting the same, together with interest thereon (which Notice shall include the amount of damages set forth in such final order or judgment, the amount that Tenant plans to offset, and the timing of such offset. Nothing contained in this Section shall be deemed to limit Tenant's right to offset Rent pursuant to the extent permitted by law) from express provisions of Section 3.5. Anything to the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcontrary contained herein notwithstanding, in reasonable detail, the basis therefor, no event shall a Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failoccur if such Default or alleged Default arises either directly or indirectly from the acts or omissions of Tenant, in good faithSubtenant or their respective agents, to resolve any such dispute within ten (10) days after Landlord’s Notice of disputecontractors, either may submit the matter for resolution in accordance with Article 22employees, licensees or invitees.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any Lease unless Landlord has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice to Landlord (and any mortgagee of whom Tenant has been notified) from Tenant specifying in detail Landlord’s failure to perform; provided however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant agrees that, prior to commencing a legal action against Landlord for failure to cure such default as provided in the preceding sentence, any mortgagee which received notice of such default shall have an additional thirty (30) days to cure such default (unless such cure would take longer and such mortgagee has commenced such cure within said thirty (30) day period). Upon any such uncured default by Landlord and any applicable Facility Mortgagee, or mortgagee which received notice of such additional period as may be reasonably required to correct the samedefault, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease; (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall default in Landlord’s failure or refusal to perform any provision of this Lease which it is obligated to perform or the performance or observance breach of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementcovenant herein, and any the continuation of such default shall continue failure or refusal for a period of thirty (30) days after Notice thereof receipt of written notice from Tenant to of such failure or refusal, shall be a default by Landlord and any applicable Facility Mortgagee(each, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” ”); provided, however, that if the failure or refusal to perform cannot reasonably be cured by Landlord within thirty (30) days after receipt by Landlord of the required notice from Tenant, despite reasonably diligent effort by Landlord, then Tenant shall not exercise any of its rights and remedies under this Section 10.10 if Landlord commences a second Notice cure within thirty (30) days after receipt of notice thereof and diligently pursues such cure to completion. In the event of a Landlord Default, and without waiving any other remedy or claim for damages or breach of this Lease, but subject to such Facility Mortgagee. Thereafterthe preceding sentence, Tenant may forthwith elect to cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord shall reimburse Tenant for the actual and reasonable cost of curing such Landlord Default. Notwithstanding anything in Section 10.10 to the contrary, in the event of an Emergency Situation (defined herein), if the Landlord Default is not cured after reasonable notice to or attempts to notify Landlord, before which may be a shorter notice as practicable under the expiration of circumstances, Tenant may cure the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofreimburse Tenant for the actual and reasonable cost of curing such Landlord Default, provided that such cure is not more extensive than is reasonably necessary under the circumstances. If Tenant and Landlord shall failAs used in this Section 10.10, “Emergency Situation” means a situation which imminently threatens serious injury to persons or property in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit or on the matter for resolution in accordance with Article 22.Premises. 10.11

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this AgreementLease if (a) Landlord is obligated to make a payment of money to Tenant, and any Landlord fails to pay such default shall continue for a period unpaid amounts within ten (10) days of written notice from Tenant that the same was not paid when due, or (b) such failure is other than the obligation to pay money, and Landlord fails to perform such obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord's failure to perform; provided, however, if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any such default by Landlord under this Lease which requires payment by Landlord and any applicable Facility Mortgagee, or such additional payment is not paid by Landlord within the time period as may be reasonably required to correct the sameallowed, Tenant may declare offset from Base Rent and Additional Rent under this Lease such amount required to be paid by Landlord. In the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterany default on the part of Landlord, Tenant may forthwith will give notice by registered or certified mail to any Lender or ground lessor of Landlord whose name and address have previously been furnished to Tenant in writing and shall offer such Lender or ground lessor the same opportunity to cure the same and, subject default as Landlord has pursuant to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Section.

Landlord Default. If In the event Tenant alleges that Landlord is in default under any of Landlord’s obligations under this Lease, Tenant agrees to give any Mortgagee (as defined in Section 20), a copy of any notice of default which is served upon the Landlord, provided that prior to such notice, Tenant has been notified, in writing (whether by way of notice of an assignment of lease, request to execute an estoppel letter, or otherwise), of the address of any such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default in within the performance time provided by law or observance of any of its covenants or obligations set forth such additional time as may be [***]Confidential treatment has been requested provided in this Agreement Lease or any obligation of such notice to Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default Mortgagee shall continue for have a period of thirty (30) days after Notice thereof from Tenant the last date on which Landlord could have cured such default within which such Mortgagee will be permitted, but not be obligated, to Landlord and any applicable Facility Mortgageecure such default. If such default cannot be cured within such thirty-(30)-day period, or then such Mortgagee shall have such additional period time as may be reasonably required necessary to correct the samecure such default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject if prior to the provisions end of such thirty-(30)-day period such Mortgagee has commenced and is diligently pursuing such cure or the following paragraphremedies under the Mortgage necessary for Mortgagee to be able to effect such cure, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. which event Tenant shall have no right with respect to such default while such cure and remedies are being diligently pursued by such Mortgagee. Except as may be expressly provided in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Agreement for Lease xxxxx based upon any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute of its obligations under the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

Landlord Default. If Landlord It shall be a default in the performance under and breach of this Lease by landlord if it shall fail to perform or observance of observe any of its covenants term, condition, covenant or obligations set forth in obligation required to be performed or observed by it under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue Lease for a period of thirty (30) days after Notice written notice thereof from Tenant Tenant. However, that if the term, condition, covenant or obligation to be performed by Landlord and any applicable Facility Mortgagee, or is of such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure nature that the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any cannot reasonably be performed within such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure thirty-day period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default such default shall be deemed to have occurred been cured if Landlord commences such performance within said thirty-day period and thereafter diligently completes the same. In this regard, if Landlord shall fail to perform any obligation on Landlord's part to be performed hereunder, Tenant may, after the notice required above or without notice if in Tenant's judgment an emergency shall exist, perform such obligation at Landlord's expense and, on written notice to Landlord, Tenant may demand reimbursement therefor or part thereof, from Landlord, and Landlord shall have no obligation with respect thereto until final adverse determination thereofpromptly reimburse Tenant after such notice and demand. If Tenant and Landlord shall fail, in good faith, to resolve Upon the occurrence of any such dispute within ten (10) days after Landlord’s Notice of disputeuncured default, either Tenant may submit xxx for injunctive relief or to recover reimbursement for funds reasonably expended in curing or for damages for any loss resulting from the matter for resolution in accordance with Article 22breach, but Tenant shall not be entitled to terminate this Lease or withhold or xxxxx any rent due hereunder unless such uncured default shall work a constructive eviction on Tenant, or render the Building untenable.

Landlord Default. If Except as expressly provided otherwise in this Lease, if Landlord shall default defaults in the observance or performance or observance of any of its covenants term or obligations set forth in this Agreement or any obligation of Landlordcovenant required to be performed by it under the Lease, if anyTenant, under any agreement affecting the Leased Property, the performance of which is after not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of less than thirty (30) days after Notice thereof from Tenant written notice to Landlord Landlord, may, but shall not be obligated to, remedy such default and any applicable Facility Mortgageein connection therewith may pay expenses and employ counsel, or such additional period as may be reasonably required to correct provided, however, in the sameevent of an emergency, Tenant may declare shall have the occurrence of a “Landlord Default” by a second Notice right to Landlord and stabilize the situation so as to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject prevent additional damage to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) Building or Leased Premises or to other property or persons without notice to Lessor. All sums expended or obligations incurred by Tenant in curing connection therewith shall be paid by Landlord to Tenant upon demand. Landlord shall not be considered to be in default of this Lease if within said thirty (30) day period landlord takes action to cure such default but is unable, by reason of the samenature of the work involved, together with interest thereon to cure the same within such period, provided Landlord continues diligently and without unnecessary delays to take whatever action is necessary to effect such cure; provided, however, Landlord shall be in default of this Lease if such cure is not completed within one hundred twenty (to the extent permitted by law120) from the date Landlord receives days following receipt of Tenant’s invoice until paid, at the Overdue Ratenotice. Tenant shall not be entitled to claim a constructive eviction from the Leased Premises unless Tenant has first notified Landlord in writing of the condition giving rise thereto and Landlord fails to cure such condition in accordance with the foregoing provisions. If Landlord does not reimburse Tenant for the expenses so incurred and Tenant obtains a final, non-appealable judgment in its favor against Landlord, Tenant may set off the amount o the judgment against the Rent payable to Landlord under this Lease. Notwithstanding anything herein to the contrary, Tenant shall not have no the right to terminate this Agreement for Lease as a result of any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure periodor otherwise, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22except as expressly provided herein.

Landlord Default. If Landlord shall No default in the performance or observance breach of any of its the terms, covenants or obligations set forth in conditions of this Agreement Lease shall exist on the part of Landlord until (i) Tenant shall serve upon Landlord a notice specifying with particularity wherein said default or any obligation of Landlordbreach is alleged to exist and (ii) Landlord shall fail to perform or observe said term, if anycovenant or condition, under any agreement affecting as the Leased Propertycase may be, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from receiving said notice. Except in the case of a casualty or condemnation, (a) if Tenant provides notice (the “Repair/Service Notice”) to Landlord of the need for any repairs that are Landlord’s obligation pursuant to this Lease (a “Required Action”), and (b) Landlord fails to perform the Required Action within a commercially reasonable period of time not to exceed thirty (30) days (which period shall be extended on a day-for-day basis for each day of force majeure delay (as described in Paragraph 24.B below) which delays Landlord in curing such failure) after the date of the Repair/Service Notice (the “Notice Date”) (it being intended that, in connection with any applicable Facility Mortgageesuch default which is not susceptible of being cured with due diligence and in good faith within thirty (30) days, or the time within which Landlord is required to cure such default shall be extended for such additional period as may be reasonably required necessary for the curing thereof with due diligence and in good faith), and (c) such failure materially and adversely interferes with Tenant’s business operations in the Premises, then Tenant may (but shall not be obligated to) proceed to correct take the sameRequired Action, pursuant to the terms of this Lease, and shall deliver a second notice to Landlord specifying that Tenant is about to take the Required Action (the “Second Notice”). In the event Tenant takes such Required Action, Tenant shall use only those contractors used by Landlord in the Building for work unless (i) such contractors are unwilling or unable to perform, or timely perform, such work, (ii) such contractors are unwilling to perform such work for a price that is market-based, or (iii) Landlord fails to identify who the approved contractors are for work in the Building within two (2) business days following Tenant’s request therefor, in any of which events Tenant may declare utilize the occurrence services of any other qualified, appropriately insured, bonded and licensed (in the state in which the Building is located) contractor which normally and regularly performs similar work in comparable buildings. Prior to starting any Required Action, Tenant shall furnish Landlord with plans and specifications therefor, if appropriate; copies of contracts; necessary governmental permits and approvals; evidence of contractor’s and subcontractor’s insurance. All such work shall be performed in a good and workmanlike manner using materials of a “Landlord Default” by a second Notice quality that is at least equal to Landlord or better than the existing materials for the Building and to such Facility Mortgagee. Thereafter, otherwise consistent with the Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs Construction Standards and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue RateSpecifications. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute perform the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.work in

Landlord Default. If Landlord shall be in default in the performance hereunder if Landlord fails to perform or observance observe any provision of any of its covenants this Lease to be performed or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, observed by Landlord and any such default shall continue failure continues for a period of thirty (30) days after Notice written notice thereof to Landlord from Tenant or, in the case of a failure which cannot with reasonable diligence be cured within 30 days, if Landlord shall fail to proceed within said 30 days to cure the same or thereafter shall fail to prosecute such cure with reasonable diligence. Notwithstanding the foregoing, if Landlord’s Interest is encumbered by any mortgage or deed of trust, if requested in writing by Landlord or the applicable mortgagee or beneficiary under the deed of trust, Tenant shall give such mortgagee or beneficiary, at such address as may be specified by Landlord or such mortgagee or beneficiary (as such address may be changed, from time to time, by Landlord or such mortgagee or beneficiary by notice to Tenant), duplicate copies of all notices to Landlord and any applicable Facility Mortgageeall documents and suits delivered to or served upon Landlord, or such additional period as may and no notice intended for Landlord shall be reasonably required to correct the samedeemed properly given, Tenant may declare the occurrence and no default of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and unless Tenant shall have given the mortgagee or beneficiary a copy of its notices to Landlord relating to such default. Further, no default of Landlord shall be deemed to have no obligation occurred by reason of the expiration of Landlord’s 30-day cure period (or period for permitted commencement of cure) as provided in this paragraph unless, following the expiration of such period, an additional ten (10) Business Days shall have expired following receipt by such mortgagee or beneficiary of written notice from Tenant specifying (i) the nature of the potential default, (ii) this Lease Section together with respect thereto until final adverse determination thereofthe Lease Section requiring the applicable performance, (iii) that the applicable period for Landlord’s cure or commencement of cure as provided in this Section has expired without cure or commencement of cure by Landlord and (iv) that unless the mortgagee or beneficiary cures or commences cure within 10 Business Days of receipt of such notice, default shall occur and all applicable cure periods shall have expired. If Any such mortgagee or beneficiary shall have the right to pay any amount or perform any act required of Landlord and so remedy any default under this Lease or cause the same to be remedied, and Tenant and shall accept such performance by or at the instance of such mortgagee or beneficiary as if the same had been made by Landlord. Tenant’s sole remedy in the event of default by Landlord shall failbe the right to perform the applicable obligation of Landlord or otherwise cure the deficiency of Landlord for the account of, in good faith, and at Landlord’s cost and expense and to resolve any such dispute thereafter obtain monetary judgment against Landlord for the amount thereof not paid to Tenant by Landlord within ten (10) days after of written demand therefor. Tenant shall look solely to the equity of Landlord in the Premises at the time of any breach or default by Landlord for the satisfaction of any remedies of Tenant against Landlord’s Notice , and neither Landlord nor its principals or employees shall have any personal liability in excess of dispute, either may submit such equity with the matter for resolution respect to any provision of this Lease in accordance with Article 22the event of a breach or default by Landlord of any of its obligations hereunder. Under no circumstances shall tenant have the right to terminate this Lease nor its obligations hereunder except pursuant to any express provision (if any) of this Lease permitting such termination.

Landlord Default. If Landlord shall default in the performance fail to perform or observance of observe (a) any of its covenants covenant or obligations set forth in this Agreement obligation required to be performed by Landlord hereunder or (b) any obligation of Landlord, if any, under any agreement affecting the Leased PropertyThird Party Lease, any Power Test Lease, the Leemilt’s Lease, the Gettymart Lease or Fee Mortgage the performance or observance of which is not Tenant’s obligation pursuant to this Agreementhereunder, and any such default Default referred to in clause (a) or (b) shall continue for (x) with respect to a monetary Default a period of thirty ten (3010) days Business Days after Notice thereof from Tenant and (y) with respect to Landlord and any applicable Facility Mortgageea non-monetary Default, thirty (30) Business Days after Notice thereof from Tenant or such additional longer period as may be reasonably required reasonable under the circumstances, then upon Landlord’s receipt of a second Notice from Tenant with respect to correct the samesuch Default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice shall be deemed to have occurred hereunder. Upon the occurrence of any such Landlord and Default, Tenant shall have the right, but not the obligation, to make such payment or perform such act on Landlord’s part that gave rise to such Facility MortgageeLandlord Default. ThereafterIn the event that a court of competent jurisdiction enters a final, non-appealable judgment or order confirming the occurrence of any such Landlord Default and allowing Tenant may forthwith cure to recover the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing such Landlord Default, then Tenant shall have the right to offset against any payment of Fixed Rent due hereunder an amount equal to the damages suffered by Tenant as a result of such Landlord Default, as set forth in such final order or judgement. In the event that Tenant elects to offset any amount against Fixed Rent in accordance with this Section 31.1, Tenant shall give Landlord Notice of such election to offset at least twenty (20) days prior to effecting the same, together with interest thereon (which Notice shall include the amount of damages set forth in such final order or judgment, the amount that Tenant plans to offset, and the timing of such offset. Nothing contained in this Section shall be deemed to limit Tenant’s right to offset Rent pursuant to the extent permitted by law) from express provisions of Section 3.5. Anything to the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthcontrary contained herein notwithstanding, in reasonable detail, the basis therefor, no event shall a Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failoccur if such Default or alleged Default arises either directly or indirectly from the acts or omissions of Tenant, in good faithSubtenant or their respective agents, to resolve any such dispute within ten (10) days after Landlord’s Notice of disputecontractors, either may submit the matter for resolution in accordance with Article 22employees, licensees or invitees.

Landlord Default. If In the event Landlord shall default in the performance should neglect or observance of fail to perform or observe any of its covenants the covenants, provisions or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementobserved, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from written notice of default (or if more 21 25 than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to commence the curing of such default within such thirty (30) day period and proceed diligently thereafter), then Landlord shall be responsible to Tenant for any actual damages sustained by Tenant as a result of Landlord's breach, but not special or consequential damages. Should Tenant given written notice to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct any default, tenant shall give similar notice to the sameholder of any mortgages or deed of trust against the Building or the lessor of any ground lease, and prior to any cancellation of this Lease, the holder of such mortgage or deed of trust and/or the lessor under such ground lease shall be given a reasonable period of time to correct or remedy such default. If and when such holder of such mortgage or deed of trust and/or the lessor under any such ground lease has made performance on behalf of Landlord, the default of Landlord shall be deemed cured. Notwithstanding any other provisions in this Lease, any claim which Tenant may declare have against Landlord for failure to perform or observe any of the covenants, provisions or conditions contained in this Lease shall be deemed waived unless such claim is asserted by written notice thereof to Landlord within ten (10) days of commencement of the alleged default or of occurrence of the cause of action and unless suit be brought thereon within six (6) months subsequent to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions cause of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rateaction. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no rightLease, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall except as expressly provided elsewhere in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22this Lease.

Landlord Default. If The following shall constitute a default by Landlord shall default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or any obligation of Lease (a “Landlord Default”): (i) Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant failure to this Agreement, and any such default shall continue for a period of complete Landlord’s Work within thirty (30) days after Notice thereof from the Outside Delivery Date in accordance with ARTICLE III, Exhibit B, and the other terms hereof; (ii) Landlord’s suspension or abandonment of construction of Landlord’s Work for a period of more than thirty (30) consecutive business days after the Commencement Deadline (as defined in Exhibit B); (iii) Landlord’s failure to pay any uncontested amount that it owes Tenant under this Lease, unless such default is cured within ten (10) days after Tenant notifies Landlord of such failure, in writing; or (iv) any other default under or breach of this Lease by Landlord, unless Landlord cures such default or breach within thirty (30) days after Tenant gives written notice to Landlord thereof, in writing; provided, if any default or breach by Landlord other than those described in (i), (ii) or (iii) of this section cannot reasonably be cured within thirty (30) days and any applicable Facility Mortgagee, or such additional period as may be reasonably required Landlord commences to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses within thirty (including reasonable attorneys’ fees and court costs30) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) days after receiving written notice from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, then no Landlord Default shall be deemed to have occurred so long as Landlord is diligently and continuously curing such default or breach. In the event of any Landlord Default, Tenant shall have the right (but not the obligation) to attempt to cure such Landlord Default on behalf of Landlord, in addition to its other rights and remedies under this Lease and at law or in equity, subject to the limitations expressly set forth in the other provisions of this Lease; provided Tenant shall not complete the initial construction of Landlord’s Work pursuant to this section. Notwithstanding the foregoing, in cases of emergency or where Landlord’s default under or breach of this Lease threatens to result in damage to any portion of the Premises or Tenant’s property therein or threatens to cause a material interference with Tenant’s business operations in the Premises, then Tenant shall have the right (but not the obligation) to immediately cure such default or breach, without the necessity of giving Landlord advance notice or affording it an opportunity to cure the same. In the event Tenant endeavors to cure any default or breach by Landlord pursuant to this section (including, but not limited to, any Landlord Default), Landlord shall have no obligation with respect thereto until final adverse determination thereofreimburse Tenant for the third party actual, verifiable and reasonable costs Tenant incurs in connection therewith. Landlord shall pay any amounts that it owes Tenant under this Section 17.01 within thirty (30) days after Tenant’s written demand for the same. If Landlord fails to pay any amount that Landlord owes Tenant and under this section or the other provisions of this Lease within thirty (30) days after receiving Tenant’s written demand for the same, Tenant may deduct such amount from the Rent due under this Lease so long as the same does not to exceed fifty percent (50%) of the Monthly Rent otherwise due hereunder. If Landlord shall faildisputes, in good faith, Tenant’s right to resolve deduct any amount from the Monthly Rent pursuant to the preceding sentence and Landlord notifies Tenant of such dispute dispute, in writing, within ten thirty (1030) days after Tenant deducts such amount from the Monthly Rent, then Tenant shall deposit such amount, in escrow, until the dispute is resolved by written agreement of the parties, court order or other means agreed to by the parties (in writing). Tenant shall also have all other remedies available at law or in equity on account of any Landlord Default, including, without limitation, the right to terminate this Lease, and nothing in this section shall be deemed to limit any of Tenant’s remedies set forth in Exhibit B or any of the other provisions hereof; provided, Tenant may only terminate this Lease on account of Landlord’s Notice failure to complete Landlord’s Work and/or deliver possession of dispute, either may submit the matter for resolution Premises to Tenant in accordance with Article 22.Exhibit B.

Landlord Default. If Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in under this Agreement or Lease if Landlord fails to perform any obligation required of Landlord, if any, Landlord under any agreement affecting the Leased Property, terms of this Lease and fails to cure the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice written notice thereof from by Tenant to Landlord and any applicable Facility Mortgagee, or such additional specifying the nature of Landlord's failure to perform; provided that the thirty (30) day period as may shall be extended for the time reasonably required to correct complete the samecure, not exceeding an additional ninety (90) day period, if the failure cannot reasonably be cured within the thirty (30) day period and if Landlord commences performance within the thirty (30) day period and thereafter diligently and continuously proceeds to cure the failure and provided further that if the default is not reasonably susceptible of being cured within the ninety (90) day period, and Landlord is diligently proceeding with the cure, the ninety (90) day period shall be extended while Landlord is diligently curing, so long as the failure does not create any risk to life, health or safety at the Project. If Landlord fails to cure any such default within the time period specified above, and such default materially interferes with Tenant's ability to use and occupy the Premises, Tenant may declare the occurrence of a “Landlord Default” elect, by a second Notice ten (10) days' prior written notice to Landlord and Landlord, as its sole remedy, to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same anddefault, subject to and the provisions reasonable costs of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) Tenant incurred by Tenant in curing the samedefault, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default be reimbursed by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after following Tenant's written demand therefor, accompanied by appropriate invoices. Notwithstanding the foregoing, this Section shall not apply to Landlord’s Notice 's obligations under Section 27, and Tenant's sole rights and remedies with respect to any failure of dispute, either may submit the matter for resolution in accordance with Article 22Landlord to perform under Landlord's obligations under Section 27 shall be exclusively governed by Section 27.

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall continue for a period of thirty not be in default hereunder (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall fail, in good faith, have failed to resolve any commence such dispute performance of such cure within ten (10) days after its receipt of notice thereof from Tenant and thereafter diligently pursue the same to completion). In the event Landlord’s Notice failure to perform an obligation of disputeLandlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, either may submit Landlord shall commence to cure such default within ten (10) business days following receipt of written notice from Tenant of such default, and in the matter for resolution event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in accordance with Article 22this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of its obligations under the Lease.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord's failure to Landlord and any applicable Facility Mortgageeperform, or in the case of emergency (as defined in Section 7.1 above), sufficiently promptly to prevent avoidable material damage to persons and property, subject in all cases to force majeure; provided, however, if the nature of Landlord's obligation is such additional that more than thirty (30) days are required for its performance, then Landlord shall not be in default under this Lease if it shall promptly commence such performance within such thirty (30) day period and thereafter 40 diligently pursues the same to completion, subject to force majeure. Upon any such default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, take such action as may be reasonably required to correct the samecure said default, and/or exercise any of its rights provided at law or in equity, and Landlord shall reimburse Tenant may declare the occurrence for its reasonable out-of-pocket costs to third parties in effecting such cure within thirty (30) days after receipt of a “Landlord Default” Tenant's invoice therefore accompanied by a second Notice to Landlord copies of all invoices and to statements detailing such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred such other information as may reasonably be requested by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue RateLandlord. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such offset or withhold the payment or Rent as a result of Landlord's default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall and except as expressly provided in good faith dispute the occurrence of any Landlord Default SECTIONS 6.3, 11.1 and Landlord13.1, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord Tenant shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, right to resolve any such dispute within ten (10) days after an abatement of rent or to terminate this Lease as the result of Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22's default.

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall will not be in default in the performance or observance of any obligation that Landlord is required to perform under the terms of this Lease unless Landlord fails to perform the obligation within thirty (30) days after the receipt of Notice from Tenant specifying in reasonable detail Landlord’s failure to perform; if, however, the nature of Landlord’s obligation is such that it cannot be rectified through the payment of money or the exercise of reasonable diligence within that 30-day period, a default on Landlord’s part will not arise so long as Landlord commences to rectify its failure within that initial 30-day period and subsequently pursues the rectification of its covenants or obligations set forth failure with diligence and continuity but in this Agreement or any event within one hundred twenty (120) days of Landlord’s receipt of Tenant’s initial Notice of Landlord’s default. Furthermore, Tenant will have no rights as a result of the failure by Landlord to perform any obligation that Landlord is required to perform under the terms of Landlordthis Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue unless that failure continues for a an additional period of thirty (30) days from and after the later to occur of: (i) the expiration of Landlord’s cure period and (ii) the date on which Tenant gives Notice thereof from specifying the obligation Landlord has failed to perform to each Interest Holder whom Landlord has designated by giving Tenant Notice. Each Interest Holder entitled to Landlord receive that notice will have the right (but not the duty) to rectify Landlord’s failure to perform, and any applicable Facility Mortgagee, or Landlord’s failure to perform will not constitute a default so long as the Interest Holder rectifies Landlord’s failure to perform within such additional thirty (30) day period. A default on Landlord’s part will not arise so long as an Interest Holder commences to rectify Landlord’s failure to perform within that 30-day period as may be reasonably required to correct and subsequently pursues the samerectification of such failure with diligence and continuity. If any default by Landlord is not cured by Landlord or the Interest Holder within the grace periods established above in this Section 19.6, Tenant may declare perform on behalf of Landlord the occurrence obligation with respect to which Landlord is delinquent. Notwithstanding the foregoing, if Tenant reasonably determines that any Landlord Emergency Repair is required that Landlord is required hereunder to make, Tenant shall have the right to make such repair, prior to the expiration of Landlord’s extended cure period, under the same terms and conditions applicable to Landlord’s right to make Emergency Repairs under Section 7.2 hereof (but without imposition of any overhead fee). If an Emergency Situation (as defined herein) or Adverse Condition (as defined herein) involving the Premises or Tenant’s personnel or property exists, then Landlord shall promptly commence and diligently perform or take such actions, if any, required of Landlord under this Lease necessary to cure or remediate such Emergency Situation or Adverse Condition. Notwithstanding anything to the contrary contained herein, if (i) any Emergency Situation occurs or (ii) there is an actual breach by Landlord of one of its repair, replacement or remediation obligations under this Lease with respect to a Landlord Capital Improvement (and such repair, replacement or remediation is not the result of any act or omission of Tenant or any Tenant-Related Party) (“Landlord Breach”), and such Emergency Situation or Landlord Breach renders the Premises untenantable, or any portion thereof constituting at least one half of a floor or more (an “Adverse Condition”), then Tenant shall give Landlord Default” Notice (which in such event may initially be a telephonic Notice followed by a second Notice written Notice) to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.’s

Landlord Default. If Section 19.6 of the Original Lease is hereby modified by adding the following sentence: "Notwithstanding the foregoing, in the event Landlord shall is in default in the performance or observance of any material obligation required to be performed by Landlord pursuant to this Lease beyond any cure period provided to Landlord under Section 19.6 of the Original Lease, and as a result thereof, Tenant is deprived of any of its covenants the following services in the quality and character as designated in the Lease: water, electricity, heating, ventilation and air conditioning, elevator service, paths of travel or obligations set forth the integrity of the Premises floor is significantly compromised (e.g. broken windows, façade damage, leaks), then upon delivery of an additional written notice to Landlord and the expiration of an additional ten (10) day cure period, Tenant may make such repairs or replacements as necessary to cure such default on Landlord’s behalf. If Tenant takes such action and such work will affect the systems or structural integrity of the applicable building, Tenant shall use only those contractors used by Landlord for such work on such systems or structure unless such contractors are unwilling or unable to perform, or timely perform, such work, in this Agreement or which event Tenant may utilize the services of any obligation other qualified contractor which is experienced in similar work in first-class office buildings. Tenant shall be entitled to prompt reimbursement by Landlord of LandlordTenant's actual and reasonable costs in taking such action. However, if anythe work so performed by Tenant pertains to items that would otherwise be includable in Operating Expenses, then Landlord may include the amount of such reimbursement in Operating Expenses. If Landlord fails to reimburse Tenant for the actual and reasonable costs incurred by Tenant within thirty (30) days following receipt of an invoice from Tenant accompanied by reasonable evidence of such costs and if Landlord also fails to deliver a detailed written objection to such payment to Tenant within such thirty (30) day period, Tenant may offset, to the extent of all rental obligations under any agreement affecting the Leased PropertyLease, the performance of which is not Tenantall such costs (including reasonable attorney’s obligation pursuant fees and interest) incurred in exercising such self-help right(s). If, however, Landlord delivers to this Agreement, and any such default shall continue for a period of Tenant within thirty (30) days after Notice thereof receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonably particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to -22- SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, Inc.] the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends is not excessive), then Tenant shall not be entitled to such deduction from Tenant to Landlord and any applicable Facility Mortgageerent, or such additional period as may be reasonably required to correct the same, but Tenant may declare the occurrence of a “Landlord Default” by a second Notice proceed to Landlord and initiate an action to collect such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) amount from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22."

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall continue for a period of thirty not be in default hereunder (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion). Notwithstanding the foregoing, in good faiththe event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of its obligations under the Lease. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of Landlord’s Notice possession of dispute, either may submit the matter for resolution in accordance with Article 22Building and not thereafter.

Landlord Default. If Landlord shall be in default in under the performance Lease if (i) Landlord fails to pay any sum or observance of sums due to Tenant or fails to perform any of its covenants obligations hereunder and said failure continues for a period of 30 days after written notice thereof from Tenant to Landlord (provided that if such failure cannot reasonably be cured within said 30 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure as soon as reasonably practicable under the circumstances, or obligations set forth having commenced the curative action, fails to diligently pursue same) and (ii) each Mortgagee, (as defined in this Agreement Article 23), if any, of whose identity Tenant has been notified in writing shall have failed to cure such default within 30 days (or such longer period of time as may be specified in any obligation written agreement between Tenant and Mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to cure within the time periods provided above. In the event of a default by Landlord under the Lease, Tenant shall use reasonable efforts to mitigate its damages and losses arising from any such default and Tenant may pursue any and all remedies available to it at law or in equity, provided, however, in no event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its Mortgagee, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this AgreementLease, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthfurther provided, in reasonable detailno event shall Tenant be entitled to receive more than its actual direct damages, the basis therefor, no Landlord Default shall be deemed to it being agreed that Tenant hereby waives any claim it otherwise may have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22special or consequential damages.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Property Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Property Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ 35 fees and court costs) incurred by Tenant Xxxxxx in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after LandlordXxxxxxxx’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall not be deemed in default in the performance or observance of this Lease unless and until Landlord shall have failed to perform any of its covenants or obligations set forth in this Agreement Lease and such failure shall have continued for thirty (30) days following the giving by Tenant of written notice to Landlord specifying the failure; provided, however, in the event more than thirty (30) days is reasonably required to cure such failure, Landlord shall not be deemed in default hereunder if Landlord commences cure within such thirty (30) day period and thereafter pursues cure to completion. In the event of a Landlord default, Tenant shall be entitled to collect its actual damages arising from such default, but consequential and incidental damages are hereby waived. Upon the failure of Landlord to pay any taxes or any obligation assessments which are liens against the Premises prior to foreclosure of the same, and the continuance of such failure following the expiration of the applicable notice and cure period, Tenant shall have the right to pay such taxes and related charges to cure such default on behalf of and at the expense of Landlord, if any, under any agreement affecting and the Leased Property, the performance of which is not Tenant’s obligation pursuant amount so paid shall be reimbursed to this Agreement, and any such default shall continue for a period of Tenant by Landlord within thirty (30) days after Notice thereof from written demand, with interest thereon at the rate of 12 percent per annum. Further, in the event of a failure by Landlord to perform any of its maintenance obligations under Section 13 above, and the continuance of such failure following the expiration of the applicable notice and cure period, Tenant shall have the right to perform all necessary work on behalf of and at the expense of Landlord, and the necessary cost of such work shall be paid to Tenant by Landlord within thirty (30) days after written demand, with interest thereon at 12 percent per annum, so long as Tenant provides to Landlord evidence of the performance of such work, evidence of payment in full for such work, and evidence of lien waivers from all contractors who performed any applicable Facility Mortgagee, such work or who would otherwise have the right to claim a lien by reason of such additional period as may work; any such work undertaken by Tenant shall be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to undertaken in compliance with the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue RateSection 14 above. Tenant shall have no right to terminate this Agreement for any Lease based upon a default by Landlord hereunder unless such default materially interferes with the ability of Tenant to continue to conduct its business at the Premises for at lease thirty (30) consecutive days. Nothing in this Section 28(l) shall limit the operation of Sections 27 and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 2228(c).

Landlord Default. If Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation required to be performed by Landlord pursuant to this Agreement, and any Lease if Landlord fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of notice from Tenant specifying in detail Landlord’s failure to perform (except in the case of an emergency that presents an immediate and material threat of harm to Tenant’s property, the Premises or persons therein, in which case such thirty (30) day period shall be reduced to a reasonable period required for Landlord to act); provided, however, if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then, during a period not to exceed one hundred twenty (120) additional days, Landlord shall not be in default under this Lease if it shall commence such performance within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the samedefault by Landlord under this Lease, Tenant may declare may, except as otherwise specifically provided in this Lease to the occurrence contrary, exercise any of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andits rights provided at law or in equity, subject to the provisions TCCs of this Lease, including the right to perform Landlord’s obligation at Landlord’s expense, which shall be billed to Landlord. Any award from a court or arbitrator in favor of Tenant requiring payment by Landlord which is not paid by Landlord within the time period directed by such award, may be offset by Tenant from Rent next due and payable under this Lease; provided, however, Tenant may not deduct the amount of the following paragraph, invoice Landlord for costs award against more than fifty percent (50%) of Base Rent next due and expenses owing (including reasonable attorneys’ fees and court costsuntil such time as the entire amount of such judgment is deducted) incurred by Tenant unless the remaining Lease Term and/or Base Rent payable during the same is inadequate to satisfy such reward (in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any which case such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default deductions shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofstraight-line amortized over the remaining Lease Term). If Tenant and Landlord shall fail0000 Xxxxx Xxxxxx Genworth Financial Wealth Management, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.Inc.

Landlord Default. If Notwithstanding any other term or conditions of this Lease to the contrary, Landlord shall not be in default in the performance or observance of unless Landlord fails to perform any of its covenants or obligations set forth in this Agreement or any obligation obligations, including monetary and non-monetary obligations, required of Landlord, if any, under or Landlord fails to make correct any agreement affecting the Leased Property, the performance representation or warranty of which is not Tenant’s obligation pursuant to this AgreementLandlord that was untrue when made in any material respect, and any such default shall continue failure continues for a period of more than thirty (30) days after Notice thereof from Tenant written notice by Tenant; provided, however, that if the nature of Landlord’s non-monetary obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to Landlord completion. Said notice shall specify the exact alleged default. Following said notice and cure period (and any applicable Facility additional cure period afforded under this Lease to any Mortgagee, or such additional period as may be reasonably required to correct the same), Tenant may declare the occurrence then (i) take any remedy available to it under this Lease, at law or in equity; (ii) bring an action in a court of law to seek an award for damages (in no event shall Tenant be entitled to withhold rents or terminate this lease without a “Landlord Default” binding final judgment or decision by a second Notice court or arbitrator); or (iii) take the self-help measures set forth in the following paragraphs of this Section. The notice and cure rights under this Section 21.01 shall not apply to any Landlord default for which another provision of this Lease already provides specific notice and cure rights to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Notwithstanding anything to the contrary contained in the Lease, Landlord shall in no event be in default in the performance or observance of any of Landlord’s obligations under this Lease unless Landlord shall have failed to perform such obligations within thirty (30) days (or such additional time as is reasonably required to correct any such default, provided Landlord commences cure within 30 days and diligently endeavors to correct such default) after written notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation (a “Landlord Default”). Except as expressly set forth in this Lease, Tenant shall not have the right to terminate or cancel this Lease or to withhold Rent or to set-off or deduct any claim or damages against Rent as a result of any default by Landlord or breach by Landlord of its covenants or obligations set forth in this Agreement any warranties or promises hereunder. In addition, Tenant shall not assert any right to deduct the cost of repairs or any obligation of Landlord, if any, monetary claim against Landlord from Rent thereafter due and payable under any agreement affecting the Leased Property, the performance of this Lease. If Landlord commits a Landlord Default which is not materially affects Tenant’s obligation ability to conduct business in the Premises, Tenant, in addition to any other rights and remedies available under the law, may, without being obligated and without waiving the Landlord Default, cure the Landlord Default (“Tenant Self-Help”), provided however, prior to exercising any Tenant’s Self Help, Tenant shall provide Landlord with written notice thereof, which notice shall be delivered in an envelope that conspicuously states the following in bold caps: “TENANT NOTICE OF INTENTION TO EXERCISE SELF-HELP” and which notice shall include an explicit statement that such notice is a notice delivered pursuant to this AgreementSection 20.9 and Landlord's failure to perform the specified obligation will trigger the provisions of this Section 20.9, and any shall specifically state that if Landlord fails to commence to cure such default Landlord Default within five (5) business days (the “Outside Cure Date”), Tenant intends to exercises Tenant’s Self-Help. If Landlord fails to commence to cure such Landlord Default by the Outside Cure Date, Tenant shall continue for a period of then be entitled to exercise Tenant’s Self-Help. Landlord shall pay Tenant, within thirty (30) days after Notice thereof from written demand, all reasonable third-party out of pocket costs, expenses, and disbursements incurred by Tenant in the exercise of Tenant’s Self Help necessary to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct cure the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andincluding all reasonable legal fees, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ paralegal fees, expert fees, and other professional fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenantexpenses). It is understood and agreed that Xxxxxx’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence exercise of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof right or remedy due to Tenant, setting forth, in reasonable detail, the basis therefor, no a Landlord Default shall not be deemed a waiver of or to alter, affect, or prejudice any right or remedy which Tenant may have occurred and under this Lease or by law or in equity. Neither the payment of Rent nor any other acts or omissions of Tenant at any time after a Landlord Default, shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failoperate as a waiver of any past or future violation, in good faithbreach, or failure to resolve keep or perform any such dispute within ten (10) days after Landlord’s Notice of disputecovenant, either may submit the matter for resolution in accordance with Article 22agreement, term, or condition hereof.

Landlord Default. If (A) In the event that Landlord shall default in the performance or observance of any of its covenants the terms, conditions or obligations set forth agreements in this Agreement Lease, Tenant shall give written notice thereof to Landlord and any Mortgagee of which Tenant has been made aware in writing. Landlord shall be deemed to be in default ("Landlord Default") of this Lease if Landlord or any obligation of such Mortgagee fails to perform any act to be performed by Landlord hereunder or to comply with any condition or to comply with any condition or covenant contained herein on Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant 's part to this Agreement, be performed and any such default shall continue failure continues for a period of more than thirty (30) days after Notice Landlord receives written notice thereof from Tenant (or if such failure involves a hazardous or dangerous condition and is not cured by Landlord immediately upon written notice to Landlord), unless such failure by its nature cannot reasonably be cured within said thirty (30) day period (or immediately in the event of an emergency as aforesaid), in which event, provided Landlord commences to cure such failure within such thirty (30) day period (or immediately in the event of an emergency as aforesaid) and any applicable Facility Mortgageethereafter diligently and continuously proceeds to cure such failure, or Landlord shall have such additional period time as may be is reasonably required necessary to correct the samecure such failure. If a Landlord Default under this Lease occurs, Tenant may declare may: (i) pursue the occurrence remedy of injunctive relief, including specific performance; (ii) sxx Landlord for damages (expressly excluding consequential or punitive damages) suffered by Tenant as a “result of the Landlord Default” by a second Notice to Landlord ; or (iii) in certain circumstances and to such Facility Mortgagee. Thereafterin accordance with the terms and conditions set forth in Section 40(B) below, Tenant may forthwith cure the same and, subject to the provisions Landlord Default and seek expedited recovery of the following paragraph, invoice Landlord for all costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any effecting such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22cure.

Landlord Default. Landlord shall not be in default hereunder unless Landlord fails to perform the obligations required of Landlord within thirty (30) business days after notice by Tenant to Landlord and to the holder of any mortgage or deed of trust covering the Premises (the "Mortgagee") and to the County, whose names and addresses shall have theretofore been furnished to Tenant, specifying the default in reasonable detail; provided that if the nature of such default is such that the same cannot reasonably be cured within a thirty (30) business day period, Landlord shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default in a commercially reasonable fashion. If Landlord fails to cure such default within the applicable cure period, Tenant shall give written notice of such failure to Mortgagee and to the County, specifying wherein Landlord has failed to perform such obligation with an additional period of time equal to that provided to Landlord for either of them to cure. If either Mortgagee or County performs on behalf of Landlord, such default shall be deemed cured. Subject to Section 10.1, in no event shall Landlord be liable under any circumstances for any consequential damages incurred by Tenant including, without limitation, any injury to, or interference with, Xxxxxx's business, (including any loss of profits) arising in connection with this Lease, except to the extent arising from Landlord's gross negligence, willful misconduct or breach of this Lease. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, in the performance event Tenant makes any claim or observance asserts any cause of action against Landlord or its Affiliates (as defined below) as a result of Landlord's or its Affiliates default, which cannot be brought unless Mortgagee and County fail to cure the alleged Landlord default: (a) Tenant's sole and exclusive remedy shall be against Landlord's share of the current rents (as established in the Master lease), issues, profits, and other income Landlord receives from its operation of the Project, net of all current operating expenses, liabilities, reserves, and debt service associated with said operation ("Net Income" for purposes of this Section 19.7 only), (b) no real, personal, or mixed property of Landlord or its Affiliates, wherever located, shall be subject to levy for any judgment obtained by Tenant against Landlord, (c) if such Net Income is insufficient to satisfy any judgment, Tenant will not institute any further action, suit, claim, or demand, in law or in equity, against Landlord or its Affiliates for or on the account of such deficiency, and (d) Landlord's default shall not constitute consent by Landlord for Tenant to perform or observe such terms, covenants, or conditions at Landlord's expense; and neither Landlord, nor any of its covenants or obligations Affiliates shall have any additional personal liability therefore. The limitations set forth in this Agreement Section 19.7 shall be applicable to, and enforceable by, Landlord and/or its Affiliates. Tenant, on behalf of itself and all persons claiming by, through, or under Tenant, hereby expressly waives and releases Landlord and its Affiliates (as defined below) from any and all such additional personal liability. Landlord and its affiliates, agents, contractors, employees, assignors, predecessors, successors, or Transferees (collectively "Affiliates") shall not be liable for injury to Tenant's business or loss of income therefrom or for damage that may be sustained by the person, merchandise, or personal property of Tenant, its employees, invitees, customers, agents, or contractors or any obligation other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility MortgageePremises, or such additional period as may be reasonably required to correct from the samebreakage, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterleakage, Tenant may forthwith cure the same andobstruction, subject to the provisions failure, or other defects of the following paragraphutility installations, invoice air conditioning system, or other common systems and components of the Premises or Project, or as a result of the exercise by Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the sameof its rights under this Lease, together with interest thereon (except to the extent permitted that such damage or loss is caused by law) from Landlord's and/or its Affiliates' gross negligence, willful misconduct or breach of this Lease. Landlord makes no representations or warranties whatsoever with respect to any air conditioning system or other common systems or utility installations existing as of the date hereof or in the future. Landlord receives Tenant’s invoice until paidand its Affiliates shall not be liable in damages or otherwise for any discontinuance, at failure, or interruption of service to the Overdue Rate. Premises of utilities, the air conditioning system, or any other systems and Air Cargo Lease A-Mark 2014 - 34 - AIR CARGO CENTER LEASE services and Tenant shall have no right to terminate this Agreement Lease or withhold rent because of the same. Landlord and its Affiliates shall not be liable for any default by Landlord hereunder and no rightdamages arising from any use, for any such defaultact, or failure to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence act of any Landlord Default and Landlord, before the expiration other tenant or occupant of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, Project or any other third party associated with the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Project.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any Lease unless Landlord has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof the receipt of written notice to Landlord (and any mortgagee of whom Tenant has been notified in writing) from Tenant specifying in detail Landlord's failure to perform; provided however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to completion. Tenant agrees that, prior to commencing a legal action against Landlord for failure to cure such default as provided in the preceding sentence, any mortgagee which received notice of such default shall have an additional thirty (30) days to cure such default (unless such cure would take longer and such mortgagee has commenced such cure within said thirty (30) day period). Upon any such uncured default by Landlord and any applicable Facility Mortgagee, or mortgagee which received notice of such additional period as may be reasonably required to correct the samedefault, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease, except as expressly provided in this Lease; (c) Tenant's rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant's rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall not be in default in the performance or observance of any of its covenants or obligations set forth in obligation required to be performed by Landlord under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Lease unless Landlord acts reasonably to commence such cure within a reasonable period following Tenant’s obligation pursuant written notice of such default specifying in detail Landlord’s failure to this Agreementperform, and any thereafter fails to perform such default shall continue for a period of obligation within thirty (30) days after Notice thereof the receipt of written notice from Tenant Tenant; provided however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and thereafter diligently pursues the same to Landlord and completion. Upon any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameuncured default by Landlord, Tenant may declare exercise any of its rights provided in law or at equity; provided, however: (a) Tenant shall have no right to offset or xxxxx rent in the occurrence event of a “any default by Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafterunder this Lease, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (except to the extent permitted by lawoffset rights are specifically provided to Tenant in this Lease; (b) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement Lease (except to the extent it is that it is finally adjudicated (by any judicial decision by a court with jurisdiction over the Premises, binding arbitration, settlement agreement or otherwise), that Landlord breached the covenant of quiet enjoyment as set forth in Article 20 and as part of such adjudication, either this Lease is found to have been terminated by operation of law, or Tenant is expressly permitted to terminate this Lease as the result of Landlord’s breach of the covenant of quiet enjoyment); (c) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise expressly limits Tenant’s rights or remedies; and (d) Landlord will not be liable for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22consequential damages.