Common use of Lessor's Default Clause in Contracts

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in ------------------ the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.. ARTICLE ------- 40

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to commence to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph, Lessee may forthwith cure the same. Except as otherwise expressly provided in this Lease or in the event of a constructive eviction by Lessor, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Overdue Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 thirty (30) days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day thirty (30)-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor DefaultLESSOR DEFAULT" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph, Lessee may (but shall be under no obligation at any time thereafter to (i) make such payment or perform such act for the account and at the expense of Lessor or (ii) terminate this Lease and recover its damages for such early termination. All sums so paid by Lessee and all costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessee until the date paid by Lessor or offset by Lessee as expressly provided herein, shall be paid by Lessor to Lessee on demand or Lessee may offset or counterclaim such sums actually paid by Lessee against Rents or Other Charges due hereunder. Except as expressly provided in this ARTICLE XXXVI or elsewhere in this Lease, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent rent or other charges Charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach If LESSOR should default in the performance of this Lease if Lessor fails to observe any provision, covenant, condition or perform any term, covenant or condition of this Lease obligation on its part to be performed under this Lease, and such default is not cured or commenced to be cured (and diligently prosecuted to completion thereafter) within sixty (60) days after written notice from LESSEE to LESSOR specifying the default, LESSEE may, at its option, perform the same at the expense of LESSOR. LESSEE shall then have the right in that event to deduct its reasonable and documented costs and expenses (including reasonable attorney’s fees) incurred by it by reason of any such default of LESSOR under this Lease against the next ensuing monthly installment(s) of Rent hereunder until it has been fully reimbursed for same. Regardless of the foregoing, if LESSOR’s default materially impairs the operations of LESSEE at the Leased Premises LESSEE may, upon the expiration of the aforesaid sixty (60) day cure period and LESSOR having failed to cure (or to commence to cure and diligently pursue thereafter) during such sixty (60) day period, give LESSOR a second notice of default and state therein that LESSOR’s failure continues for to timely cure the default (or commence to cure and diligently pursue) is materially interfering with the LESSEE’s operations at the Leased Premises. LESSOR shall then have a period of 30 days after Notice thereof fifteen (15) Business Days from Lessee, unless such failure cannot with due diligence be cured within a period the receipt of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, the second notice to cure (or commence to cure and diligently pursue) the default. If LESSOR fails to cure the failure and thereafter diligently completes default within the curing thereoffifteen (15) Business Day period, LESSEE, in addition to all other remedies available to LESSEE at law or in equity for LESSOR’s default, shall have the right to terminate this Lease upon notice to LESSOR given at any time thereafter, but before actual cure of the default by LESSOR. The time within which Lessor Such termination shall be obligated effective on a date specified in the notice which is not more than thirty (30) days following the date of the notice. In the event of such termination by LESSEE, LESSOR, after deduction for unpaid Rent through the effective date of the termination, shall pay to cure LESSEE an amount equal to the net book value (i.e., the cost less straight line depreciation over the shorter of (i) useful life of the improvement under the Internal Revenue Code or (ii) twenty-five (25) years), as of the effective date of the termination, of any such failure also improvements to the Leased Premises by LESSEE that were approved by LESSOR under Section 5.06 or any other applicable provision of this Lease. LESSOR’s obligation to pay the amount due to LESSEE under this Section 13.03 shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaidLESSEE’s sole remedy under this Lease, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee and LESSEE shall have no right to terminate this Lease for seek additional damages or pursue any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim other remedy against any Rent or other charges due hereunderLESSOR. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor LESSOR shall pay any amount due to Lessee interest on any disputed funds at the Base Rate, LESSEE under this Section 13.03 within thirty (30) days from the termination date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.. ARTICLE ------- 40

Lessor's Default. It shall be a breach Lessor is in default under the terms of this Lease if Lessor fails to observe or perform in the performance of any termof its obligations under this Lease, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 fifteen (15) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any given Lessor Default and no right, for any written notice specifying such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that failure in the event of a default which may be cured solely by the payment of money, and thirty (30) days after Lessee shall have given Lessor written notice specifying any such adverse determinationfailure which may not be cured solely by the payment of money; provided that if such non-monetary default complained of is of such a nature that the same cannot be completely remedied or cured within such thirty (30) day period, then such default shall not give Lessee the right to cure as hereinafter provided if Lessor shall pay have commenced curing such default within such thirty (30) day period, and shall proceed with reasonable diligence and in good faith to remedy the default complained of. Lessee interest on has the right (but not the obligation) to cure such nonperformance. If Lessee expends any disputed funds at the Base Ratesums in curing Lessor’s default pursuant to this Section, from the date demand for such funds was made all reasonable sums incurred by Lessee until the date of final adverse determination and, thereafter, (together with interest accruing thereon at the Overdue Rate until paid. If from and after the date that Lessee and Lessor shall fail, in good faith, to resolve expends any such dispute sums) (collectively “Lessee’s Expenditures”) shall be reimbursed by Lessor to Lessee within ten thirty (1030) days after following Lessor's Notice ’s receipt of dispute, either may submit the matter for determination written demand therefor accompanied by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdictionsupporting invoices.

Lessor's Default. It In the event that Lessor shall at any time be in default in the observance or performance of any of the terms, covenants, conditions or agreements hereunder and any such default shall continue for a period of thirty (30) days after written notice to Lessor (if such default is incapable of being cured in a reasonable manner within thirty (30) days then if Lessor has not commenced to cure the same within such thirty (30) day period and thereafter diligently prosecutes the same to completion), then Lessee, at its option, with or without notice or demand of any kind to Lessor or any other person, shall have the right to exercise any one or more of the following described remedies: (i) to cure such default for the account of Lessor, and Lessor shall reimburse Tenant for any amount paid and any expense or contractual liability so actually incurred, including interest at the Interest Rate, upon invoice; (ii) to seek money damages for loss arising from Lessor’s failure to discharge its obligations under the Lease; or (iii) if such default materially and adversely affects Tenant’s operations from the Premises, to terminate the Lease; provided, however, in no event may Tenant terminate this Lease if Tenant could reasonably exercise self-help to cure the default. In addition, Tenant shall be a entitled at its election, to exercise concurrently or successively, any one or more of the rights or remedies at law or in equity provided hereunder or under the laws of the United States or the State where the Premises are located for Lessor’s default. Except as expressly stated otherwise in the Lease, Tenant shall have the option, at its sole discretion, of offsetting any payments due or payable to Lessor, until such time as Tenant has been completely reimbursed for its expenses or costs resulting from any Lessor breach or liability under this Lease. Nothing herein contained shall relieve Lessor from its duty to effectuate the repair, replacement, correction or maintenance required to restore the affected services or utilities, or to perform any of its other obligations to the standard prescribed in this Lease Lease, nor shall this Section be construed to obligate Tenant to undertake any such work. Notwithstanding any other provisions hereof, if Lessor fails to observe or perform any termcovenant, covenant term or condition of this Lease on its upon Lessor’s part to be performed and performed, and, as a consequence of such failure continues for default, Tenant shall recover a period of 30 days after Notice thereof from Lesseemoney judgment against Lessor, unless then such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor judgment shall be obligated to cure any such failure also shall be subject to extension satisfied solely out of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that ’s interest in the event of Premises (including, without limitation, any such adverse determinationrental, sales or insurance proceeds thereof received by Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from after the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter action is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by filed with a court of competent jurisdiction) as the same may be encumbered from time to time; and neither Lessor nor any of Lessor’s members, managers, partners, officers, employees or representatives shall have any personal liability for any deficiency or with respect to this Lease. In no event shall Tenant or any person claiming by or through Tenant have the right to levy execution against any property of Lessor or any of Lessor’s members, managers, partners, officers, employees or representatives, other than Lessor’s interest in the Premises (including, without limitation, any rental, sales or insurance proceeds thereof received by Lessor after the date the action is filed with a court of competent jurisdiction) as hereinbefore expressly provided. Time is of the essence with respect to each of Lessor’s obligations under this Lease.

Lessor's Default. It shall be a breach Lessor’s failure to perform or observe any of its obligations under this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 thirty (30) days after Notice thereof Lessor’s receipt of notice from LesseeLessee shall be considered a default. Notwithstanding the foregoing, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure Lessor shall not be deemed a breach to have defaulted hereunder if Lessor proceeds any such obligation is, by its very nature, incapable of being fulfilled within such thirty (30-) day period and Lessor has commenced curative measures for the same within such thirty (30) day period. In such event, with due diligence, Lessor shall have a reasonable time (not to exceed 90 days after Lessor’s receipt of written notice from Lessee) to effect a cure for the same prior to Lessor being deemed to have defaulted hereunder. The notice from Lessee to Lessor shall give in reasonable detail the nature and extent of the failure and thereafter diligently completes identify the curing thereofLease provision(s) containing the obligation(s) of Lessor if which Lessee claims Lessor to be in default. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension In the event Lessee receives notice of time due a Mortgagee’s name and address and request for notice upon a default of Lessor, Lessee gives notice required by this Section 19, (c) to the occurrence of any Unavoidable DelayMortgagee at the same time Lessee gives notice to Lessor. If Lessor does not cure any such failure within the applicable time period as aforesaidcommits a default, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafterpursue any remedies given in this Lease or under law; provided, however, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. expressly acknowledges that Lessee shall not have no the right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event on account of any such adverse determinationdefault. Lessee may, without being obligated and without waiving the default, cure the default. Lessor shall pay Lessee upon demand, all reasonable costs, expenses, and disbursements incurred by the Lessee to cure the default. In the event that Lessee has not received payment within ten days after notice to Lessor then Lessee may deduct such amount from the Rent plus interest on any disputed funds at the Base Rate, rate of twelve percent (12%) per annum from the date demand for such funds was made cost is incurred by Lessee until the date of final adverse determination andrepaid by Lessor, thereafter, at the Overdue Rate until paid. If and Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdictioncharge.

Lessor's Default. It shall be a breach of this Lease if Lessor ---------------- fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to commence to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph, Lessee may forthwith cure the same. Except as otherwise expressly provided in this Lease or in the event of a constructive eviction by Lessor, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in -------- ------- the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Overdue Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in ------------------ the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 thirty (30) days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day thirty (30)-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the -------------- provisions of the following paragraph, Lessee may (but shall be under no obligation at any time thereafter to) make such payment or perform such act for the account and at the expense of Lessor. All sums so paid by Lessee and all costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessee until the date paid by Lessor or offset by Lessee as expressly provided herein, shall be paid by Lessor to Lessee on demand or Lessee may offset or counterclaim such sums actually paid by Lessee against Percentage Rents or Other Charges due hereunder. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent rent or other charges Charges due hereunder. If Lessor shall hereunder unless otherwise expressly provided in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It In the event that LESSOR shall fail to comply with any of its obligations provided in this Contract of Lease, or in the event that any of its representations and warranties prove to be incorrect such that LESSEE is prevented from the continuous use of the Leased Property, then LESSEE shall have the right either to compel the performance by LESSOR of its obligations under this Contract of Lease or, upon prior notice thereto, to rescind this Contract of Lease. In case of rescission of this Contract of Lease by LESSEE, it shall have the right to xxx XXXXXX for damages. Notwithstanding, if the LESSOR’s default shall be a breach capable of this Lease if Lessor fails being cured, the LESSOR shall have the right to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for cure the same during a period of 30 ninety (90) working days after Notice thereof from Lessee, unless LESSOR’s receipt of written demand by the LESSEE and the LESSEE shall only be entitled to rescind this Contract of Lease by reason of such failure cannot with due diligence be cured within a period event of 30 days, in which case such failure default if the default shall not be deemed a breach if Lessor proceeds have been cured by the LESSOR within such 30the 90-day cure period, with due diligence, to cure . Without limiting the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions application of the following first paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event that LESSEE shall be disturbed and/or in any way deprived of the right to exclusively possess, develop, use, enjoy and/or control the Leased Property during the Leased Period or any renewal thereof, LESSEE shall have the absolute right to suspend payment of the annual lease payment required by Article I, Section 3 of this Contract of Lease. LESSOR acknowledges that LESSEE shall (i) not be required to resume payment of the annual lease payments until the right to exclusively possess, develop, use, enjoy and/or control the Leased Property is returned to LESSEE and that (ii) LESSEE shall be released from paying any such adverse determination, Lessor shall pay annual lease payment(s) for the portion corresponding to Lessee interest on any disputed funds at the Base Rate, period(s) during which it was prevented from the date demand for such funds was made by Lessee until the date exercising its rights under this Contract of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It If Lessor shall be a breach in material default under the ---------------- Lease in any of its obligations to Sublessor with respect to the Premises, Sublessee shall be entitled to participate with Sublessor in the enforcement of Sublessor's rights against Lessor in accordance with the terms of this Paragraph 8.2. Promptly following receipt by Sublessor from Sublessee of written notice specifying the nature of Lessor's material default under the Lease if and the basis for the claim or claims against Lessor fails (the "Lease Default Notice"), Sublessor shall use diligent efforts to observe require Lessor to comply with the terms and conditions of the Lease (including, without limitation, making written demand for performance by Lessor), provided that except as otherwise provided herein, Sublessor shall have no obligation to commence any action or perform proceeding against Lessor. Any steps, actions, or proceedings so instituted by Sublessor shall be at the expense of Sublessee, and any termrecovery or relief obtained shall be for the sole benefit of Sublessee (unless Sublessor has elected, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligenceas provided below, to cure the failure and thereafter diligently completes the curing thereof. The time within default by Lessor, in which Lessor event Sublessor shall be obligated reimbursed from such recovery for all costs of such cure). Promptly following Sublessor's receipt of the Lease Default Notice, Sublessor may elect to (i) take action for the enforcement of Sublessor's rights against Lessor with respect to such default as provided herein, or (ii) cure any such failure also shall be subject to extension of time due default to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject extent permitted pursuant to the provisions of the following paragraphLease. Lessee If sublessor does not elect to do either of the foregoing, Sublessee shall have no the right to terminate this Lease for any take enforcement action against Lessor Default and no rightin its own name and, for any that purpose and only to such extent, all of the rights of Sublessor to enforce the obligations of Lessor Defaultunder the Lease are hereby conferred upon and are assigned to Sublessee, and Sublessee hereby is subrogated to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute such rights (including the occurrence benefit of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration recovery or otherwiserelief); provided, however, if the foregoing assignment and subrogation is ineffective under applicable law, Sublessor shall, upon written demand from Sublessee, take such steps (including, if so specified by Sublessee, commencing litigation or seeking other relief from Lessor) in its own name to enforce the Lease at the expense of Sublessee. Notwithstanding the provisions of the immediately preceding sentence, in no event shall Sublessee be entitled to take such action in its own name if (i) such action would constitute a default under the Lease or (ii) there is a good faith disagreement between Sublessor and Sublessee as to whether or not Lessor has so defaulted. Should Sublessee take action against Lessor in its own name, or, if the foregoing assignment and Subrogation is ineffective under applicable law, should Sublessee require that Sublessor take action against Lessor in Sublessor's name, then Sublessee shall indemnify and hold Sublessor harmless from and against all loss, cost, liability, claims, damages and expenses (including without limitation reasonable attorneys' fees), penalties and fines incurred in connection with or arising from the event taking of any such adverse determinationaction by Sublessee, Lessor shall pay except to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise extent caused by a court of competent jurisdictionSublessor's Lease Default or by Sublessor's default under this Sublease or Sublessor's negligence or willful misconduct.

Lessor's Default. It Lessor agrees that any of the following events or occurrences shall be a breach constitute an event of default under this Lease if (each being a "Lessor fails Event of Default") subject to observe or the cure period specified under this Section: (a) failure of Lessor to pay any amounts when due under the Lease; (b) failure of Lessor to perform any termcovenant, covenant condition or condition obligation contained herein; (c) insolvency of Lessor or its failure to pay debts as they mature, the appointment of a receiver for Lessor or an adjudication that Lessor is bankrupt; (d) dissolution of Lessor; or, (e) any breach of, or default under, any other agreement executed between Lessor and Lessee. Upon Lessor's Event of Default, Lessee may, after a failure by Lessor to cure such default within thirty (30) days after the giving of written notice thereof by Lessee to Lessor, declare this Lease on its part terminated, and thereafter, within fifteen (15) additional days, leave and surrender the Leased Property to be performed Lessor and such failure continues for a period pursue any other remedy at law or equity; however, if the cure of 30 any default by Lessor is undertaken within thirty (30) days after Notice thereof notice from Lessee, unless such failure cannot Lessee and is being pursued in good faith and with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, this Lease shall continue in full force and effect. In the event of a default by Lessor in the payment when due of the principal of or interest on indebtedness constituting a lien upon the Leased Property or a failure by Lessor to cure perform its obligations hereunder, Lessee shall have the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated right to cure any such failure also default by Lessor and shall be subject entitled to extension receive interest at the rate of time due the prime interest rate plus 600 basis points to the occurrence a maximum of ten percent (10%) per annum on any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaidamounts advanced and, upon receipt by Lessee may declare the existence of a "Lessor Default" by a second Notice non-appealable court order to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Defaulteffect, to offset or counterclaim set off the amount of fluids advanced plus interest against any Rent or other charges due hereunderits obligations to Lessor under this Lease. If Lessor shall at all times mutually cooperate with Lessee in good faith dispute connection with licenses and permits that Lessee deems necessary or appropriate for the occurrence operation of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds a hotel at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdictionHotel.

Lessor's Default. (a) It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 thirty (30) days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day thirty (30)-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the --------------- provisions of the following paragraph, Lessee may (but shall be under no obligation at any time thereafter to) make such payment or perform such act for the account and at the expense of Lessor. All sums so paid by Lessee and all costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessee until the date paid by Lessor or offset by Lessee as expressly provided herein, shall be paid by Lessor to Lessee on demand or Lessee may offset or counterclaim such sums actually paid by Lessee against Percentage Rents or Other Charges due hereunder. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent rent or other charges Charges due hereunder. If Lessor shall hereunder unless otherwise expressly provided in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to commence to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee -82- 173 may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph, Lessee may forthwith cure the same. Except as otherwise expressly provided in this Lease or in the event of a constructive eviction by Lessor, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Overdue Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 thirty (30) days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 thirty (30) days, in which case such failure shall not be deemed a breach if Lessor proceeds within such thirty (30-) day period, with due diligence, to commence to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph, Lessee may forthwith cure the same. Except as otherwise expressly provided in this Lease or in the event of a constructive eviction by Lessor, Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Overdue Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.

Lessor's Default. It shall be a breach of this Lease if Lessor fails to observe or perform any term, covenant or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Lessee, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure shall not be deemed a breach if Lessor proceeds within such 30-day period, with due diligence, to cure the failure and thereafter diligently completes the curing thereof. The time within which Lessor shall be obligated to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Lessor does not cure any such failure within the applicable time period as aforesaid, Lessee may declare the existence of a "Lessor Default" by a second Notice to Lessor. Thereafter, Lessee may forthwith cure the same in accordance with the provisions of Article 32, subject to the provisions of the following paragraph. Lessee shall have no right to terminate this Lease for any Lessor Default and no right, for any such Lessor Default, to offset or counterclaim against any Rent or other charges due hereunder. If Lessor shall in good faith dispute the occurrence of any Lessor Default and Lessor, before the expiration of the applicable cure period, shall give Notice thereof to Lessee, setting forth, in reasonable detail, the basis therefor, no Lessor Default shall be deemed to have occurred and Lessor shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, however, that in ----------------- the event of any such adverse determination, Lessor shall pay to Lessee interest on any disputed funds at the Base Rate, from the date demand for such funds was made by Lessee until the date of final adverse determination and, thereafter, at the Overdue Rate until paid. If Lessee and Lessor shall fail, in good faith, to resolve any such dispute within ten (10) days after Lessor's Notice of dispute, either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a court of competent jurisdiction.. ARTICLE ------- 40