Common use of Self-Help Clause in Contracts

Self-Help. (a) If Landlord fails to fulfill its obligations under this Lease, Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) days after receipt of such notice from Tenant, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming due.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (ai) If Landlord fails to fulfill its obligations an Event of Default by Tenant hereunder and (ii) any default by Tenant in the performance of such work under this LeaseLease or as required by any applicable Additional Fee Mortgage Requirement, then, so long as (x) Landlord has provided Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure days’ prior written notice thereof and Tenant has not cured such nonperformance. If Landlord fails to complete cure default within such thirty day period) and (30y) days after receipt an “Event of such notice from TenantDefault” has occurred under the Fee Mortgage Documents, Tenant Landlord shall have the right, but not from and after the obligationoccurrence of a default beyond applicable notice and cure periods under any applicable Fee Mortgage Documents, to carry out enter onto the Leased Property and perform any and all such activities on behalf of work and labor necessary as reasonably determined by Landlord so as to cure such nonperformancecomplete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall reimburse have the right: (i) to use any funds in the FF&E Reserve or Cap Ex Reserve (as applicable) for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant for which may be required by any of the contract documents; (v) to prosecute and defend all reasonable costs, fees and expenses incurred by Tenant actions or proceedings in connection with performing such cure. Such reimbursement shall be made within fifteen the Leased Property or the rehabilitation and repair of the Leased Property; and (15vi) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on do any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease every act which Tenant alleges that might do in its own behalf to complete the Landlord failed Work. Nothing in this Lease shall: (1) make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to perform, and such right of set-off shall be applicable only expend funds in addition to the amount of the judgment not paid within thirty FF&E Reserve or Cap Ex Reserve (30as applicable) days and may be asserted by to make or complete any Landlord Work; (3) obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant against installments of Rent thereafter coming dueadditional sums to make or complete any Landlord Work.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (ai) If Landlord fails to fulfill its obligations an Event of Default by Tenant hereunder, and (ii) any default by Tenant in the performance of such work under this LeaseLease or as required by any applicable Additional Fee Mortgage Requirement, then, so long as (x) Landlord has provided Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure days’ prior written notice thereof and Tenant has not cured such nonperformance. If Landlord fails to complete cure default within such thirty day period) and (30y) days after receipt an “Event of such notice from TenantDefault” has occurred under the Fee Mortgage Documents, Tenant Landlord shall have the right, but not from and after the obligationoccurrence of a default beyond applicable notice and cure periods under any applicable Fee Mortgage Documents, to carry out enter onto the Leased Property and perform any and all such activities on behalf of work and labor necessary as reasonably determined by Landlord so as to cure such nonperformancecomplete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall reimburse have the right: (i) to use any funds in the Cap Ex Reserve for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant for which may be required by any of the contract documents; (v) to prosecute and defend all reasonable costs, fees and expenses incurred by Tenant actions or proceedings in connection with performing such cure. Such reimbursement shall be made within fifteen the Leased Property or the rehabilitation and repair of the Leased Property; and (15vi) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on do any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease every act which Tenant alleges that might do in its own behalf to complete the Landlord failed Work. Nothing in this Lease shall: (1) make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to perform, and such right of set-off shall be applicable only expend funds in addition to the amount of the judgment not paid within thirty Cap Ex Reserve to make or complete any Landlord Work; (303) days and may be asserted by obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant against installments of Rent thereafter coming dueadditional sums to make or complete any Landlord Work.

Self-Help. (a) If Notwithstanding that Landlord fails may be the direct party to fulfill its obligations under this Leaseany or all Operating Agreements and ground leases, before the Multi-Tenant Occupancy Date, Tenant shall notify Landlord of such continue to be the responsible party for Landlord’s obligations under all Operating Agreements and any ground lease (where applicable) and Tenant shall comply with all non-performancemonetary terms thereof which are applicable to the Demised Premises and shall pay Tenant’s Proportionate Share of expenses (as set forth in Schedule 2 to the Side Letter) with respect to such Operating Agreements. Except Landlord shall use all commercially reasonable efforts to comply or cause the compliance with all terms of the Operating Agreements to the extent applicable to the Common Areas and any portions of the Property leased to third parties (“Applicable Terms”). In the event Landlord defaults in the case where immediate response is required performance of any of the Applicable Terms or fails to avoid physical damage enforce the obligations of any other obligee under any Operating Agreement with respect to the Leased Space Applicable Terms and such default or persons failure would reasonably be expected to result in a material adverse effect on Tenant or Tenant’s property thereinany individual Demised Premises, Landlord Tenant may, but shall have not be obligated to, after thirty (30) days days’ Notice to Landlord of Tenant’s intention to take such specified action (except in the event of an emergency, defined as a condition presenting an imminent threat of harm to persons and property, in which case no notice shall be required), cure any default by Landlord under the Operating Agreements with respect to the Applicable Terms and/or enforce, in its own name, the obligations of any other obligor under the Operating Agreements with respect to Applicable Terms (to the extent Landlord would be permitted to do so, subject to the terms and conditions under the Operating Agreements with respect to Applicable Terms). Notwithstanding anything herein to the contrary (except in the event of an emergency), Tenant’s foregoing right to exercise self-help with respect to the obligations of any Person under the Operating Agreements with respect to the Applicable Terms shall be tolled during such nonperformancetime that Landlord is using commercially reasonable efforts to enforce such obligations. If Landlord fails to complete cure shall, within such thirty ten (3010) days Business Days after receipt of such notice from Tenant’s demand and supporting documentation in reasonable detail, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all the reasonable costs, fees and expenses costs incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices any of Landlord’s obligations under the Operating Agreements or other materials to substantiate enforcing the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on obligations of any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord Person under any Operating Agreements with respect to Landlord’s obligation under the Lease Applicable Terms (including reasonable attorneys’ fees and expenses), as to which Tenant alleges that Landlord failed to perform, and has provided such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by 30)-day Notice. The foregoing rights of Tenant against installments of Rent thereafter coming dueare referred to as “Self-Help”.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (ai) If Landlord fails to fulfill its obligations a Tenant Event of Default hereunder and (ii) any default by Tenant in the performance of such work under this LeaseLease or as required by any applicable Additional Fee Mortgagee Requirement, then, so long as (x) Landlord has provided Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure days’ prior written notice thereof and Tenant has not cured such nonperformance. If Landlord fails to complete cure default within such thirty day period) and (30y) days after receipt an “Event of such notice from TenantDefault” has occurred under the Fee Mortgage Documents, Tenant Landlord shall have the right, but not from and after the obligationoccurrence of a default beyond applicable notice and cure periods under any applicable Fee Mortgage Documents, to carry out enter onto the Leased Property and perform any and all such activities on behalf of work and labor necessary as reasonably determined by Landlord so as to cure such nonperformancecomplete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall reimburse have the right: (i) to use any funds in the Cap Ex Reserve for the applicable Facility for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant for which may be required by any of the contract documents; (v) to prosecute and defend all reasonable costs, fees and expenses incurred by Tenant actions or proceedings in connection with performing such cure. Such reimbursement shall be made within fifteen the Leased Property or the rehabilitation and repair of the Leased Property; and (15vi) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on do any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease every act which Tenant alleges that might do on its own behalf to complete the Landlord failed Work. Nothing in this Lease shall: (1) make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to perform, and such right of set-off shall be applicable only expend funds in addition to the amount of the judgment not paid within thirty Cap Ex Reserve to make or complete any Landlord Work; (303) days and may be asserted by obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant against installments of Rent thereafter coming dueadditional sums to make or complete any Landlord Work.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (ai) If Landlord fails to fulfill its obligations a Tenant Event of Default by Tenant hereunder, and (ii) any default by Tenant in the performance of such work under this LeaseLease or as required by any applicable Additional Fee Mortgagee Requirement, then, so long as (x) Landlord has provided Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure days’ prior written notice thereof and Tenant has not cured such nonperformance. If Landlord fails to complete cure default within such thirty day period) and (30y) days after receipt an “Event of such notice from TenantDefault” has occurred under the Fee Mortgage Documents, Tenant Landlord shall have the right, but not from and after the obligationoccurrence of a default beyond applicable notice and cure periods under any applicable Fee Mortgage Documents, to carry out enter onto the Leased Property and perform any and all such activities on behalf of work and labor necessary as reasonably determined by Landlord so as to cure such nonperformancecomplete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall reimburse have the right: (i) to use any funds in the Cap Ex Reserve for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant for which may be required by any of the contract documents; (v) to prosecute and defend all reasonable costs, fees and expenses incurred by Tenant actions or proceedings in connection with performing such cure. Such reimbursement shall be made within fifteen the Leased Property or the rehabilitation and repair of the Leased Property; and (15vi) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on do any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease every act which Tenant alleges that might do on its own behalf to complete the Landlord failed Work. Nothing in this Lease shall: (1) make Landlord responsible for making or completing any Landlord Work; (2) require Landlord to perform, and such right of set-off shall be applicable only expend funds in addition to the amount of the judgment not paid within thirty Cap Ex Reserve to make or complete any Landlord Work; (303) days and may be asserted by obligate Landlord to proceed with any Landlord Work; or (4) obligate Landlord to demand from Tenant against installments of Rent thereafter coming dueadditional sums to make or complete any Landlord Work.

Self-Help. (a) If Landlord causes damage to the Premises as a result of the negligence or willful conduct of Landlord or the Landlord Parties or fails to provide any services, perform any repairs or maintenance, or perform any other obligation of Landlord under the Lease and, in either case, the damage caused or the failure materially and adversely affects the conduct of Tenant's business from any portion of the Premises, or materially and adversely affects Tenant's occupancy or use of any part of the Premises, or materially and adversely affects Tenant’s access to the Premises, and Landlord fails to fulfill its obligations under this Leasecommence corrective action within a reasonable period of time, Tenant shall notify Landlord of such non-performance. Except given the circumstances, but in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such any event not later than thirty (30) days after receipt of such notice an Interruption Notice from Tenant, subject to extension for delays due to Force Majeure, or if Landlord timely commences such corrective action but thereafter fails to diligently complete such action, then Tenant, in its sole and absolute discretion and without limiting any other remedies of Tenant, may perform Landlord's obligations itself and deduct the reasonable cost thereof from Rent next coming due, subject to the procedure set forth below. Notwithstanding the foregoing, in the event of an Emergency, Tenant may take immediate action, without any prior notice (but with notice as soon as practical under the circumstances and without requiring Arbitration) to Landlord or cure period. For purposes of this Section 8.5(a), an "Emergency" shall have mean a situation that poses an imminent threat to (i) the rightlife or safety of any person, (ii) the structural integrity of a Building, (iii) the continuous operation of Building Systems, or (iv) the physical condition or operation of Tenant's personal property, but not only to the obligationextent such personal property is necessary to Tenant's critical operations. If Tenant performs any obligation of Landlord, to carry out such activities on behalf Tenant may provide Landlord with a demand for reimbursement of Landlord so as to cure such nonperformancethe costs incurred by Tenant, together with reasonable supporting documentation. Landlord shall reimburse have forty-five (45) days following receipt of Tenant's demand either to (i) pay the amount demanded by Tenant for all reasonable costs, fees and expenses or (ii) notify Tenant that Landlord disputes Tenant's right to exercise its self-help remedy or that Landlord contends that the costs incurred by Tenant in connection with performing such cureexercising its self-help remedy were excessive (in which case Landlord shall pay the amount it contends would not have been excessive). Such reimbursement If Landlord fails, within said forty-five (45) business day period, either to pay Tenant the amount of its demand or to notify Tenant of its objection to Tenant's demand, Tenant shall be made entitled to offset the amount demanded by Tenant, together with interest, from the Rent thereafter payable by Tenant, up to a maximum of twenty-five percent (25%) of the amount of each such payment of monthly Rent until fully credited, provided, however if the remainder of the Rent thereafter becoming payable under this Lease would be insufficient at the 25% level to fully credit Tenant its costs, then when the remaining Rent payable equals the remainder of the offset credit that Tenant is due, Tenant may deduct its costs from the remainder of the Rent payable without regard to such 25% limitation. If Landlord notifies Tenant of its objection to Tenant's demand within said fifteen (15) days after written demand by Tenantbusiness day period, which demand the dispute shall be accompanied submitted to binding Arbitration administered by appropriate invoices or other materials to substantiate JAMS/Endispute in the amount for Simi Market within which the requested reimbursementProperty is situated, as more particularly described in Article 32. If Landlord fails to pay any amounts awarded to Tenant in the amount requested arbitration within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rightsbusiness days, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to deduct the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of award, together with interest, from the Rent thereafter coming duepayable by Tenant.

Self-Help. (a) If Notwithstanding that Landlord fails may be the direct party to fulfill its obligations under this Leaseany or all Operating Agreements and ground leases, before the Multi‑Tenant Occupancy Date, Tenant shall notify continue to be the responsible party for Landlord’s obligations under all Operating Agreements and any ground lease (where applicable) and Tenant shall comply with all non‑monetary terms thereof which are applicable to the Demised Premises and shall pay Tenant’s Proportionate Share of expenses (as set forth in Schedule 2 to the Side Letter) with respect to such Operating Agreements. Landlord shall use all commercially reasonable efforts to comply or cause the compliance with all terms of such non-performancethe Operating Agreements to the extent applicable to the Common Areas and any portions of the Property leased to third parties (“Applicable Terms”). Except In the event Landlord defaults in the case where immediate response is required performance of any of the Applicable Terms or fails to avoid physical damage enforce the obligations of any other obligee under any Operating Agreement with respect to the Leased Space Applicable Terms and such default or persons failure would reasonably be expected to result in a material adverse effect on Tenant or Tenant’s property thereinany individual Demised Premises, Landlord Tenant may, but shall have not be obligated to, after thirty (30) days days’ Notice to Landlord of Tenant’s intention to take such specified action (except in the event of an emergency, defined as a condition presenting an imminent threat of harm to persons and property, in which case no notice shall be required), cure any default by Landlord under the Operating Agreements with respect to the Applicable Terms and/or enforce, in its own name, the obligations of any other obligor under the Operating Agreements with respect to Applicable Terms (to the extent Landlord would be permitted to do so, subject to the terms and conditions under the Operating Agreements with respect to Applicable Terms). Notwithstanding anything herein to the contrary (except in the event of an emergency), Tenant’s foregoing right to exercise self‑help with respect to the obligations of any Person under the Operating Agreements with respect to the Applicable Terms shall be tolled during such nonperformancetime that Landlord is using commercially reasonable efforts to enforce such obligations. If Landlord fails to complete cure shall, within such thirty ten (3010) days Business Days after receipt of such notice from Tenant’s demand and supporting documentation in reasonable detail, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all the reasonable costs, fees and expenses costs incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices any of Landlord’s obligations under the Operating Agreements or other materials to substantiate enforcing the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on obligations of any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord Person under any Operating Agreements with respect to Landlord’s obligation under the Lease Applicable Terms (including reasonable attorneys’ fees and expenses), as to which Tenant alleges that Landlord failed to perform, and has provided such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by 30)‑day Notice. The foregoing rights of Tenant against installments of Rent thereafter coming dueare referred to as “Self‑Help”.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (ai) If Landlord fails to fulfill its obligations an Event of Default by Tenant hereunder and (ii) any default by Tenant in the performance of such work under this Lease, Tenant shall notify Landlord of such non-performance. Except Lease (so long as in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, of this clause (ii) Landlord shall have has provided Tenant thirty (30) days to cure days’ prior written notice thereof and Tenant has not cured such nonperformance. If Landlord fails to complete cure default within such thirty (30) days after receipt of such notice from Tenantday period), Tenant Landlord shall have the right, but not the obligationfrom and after such occurrence, to carry out enter onto the Leased Property in compliance with all applicable laws and perform any and all such activities on behalf of work and labor necessary as reasonably determined by Landlord so as to cure such nonperformancecomplete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall reimburse have the right, in each case, in its reasonable discretion: (i) to use any funds in the FF&E Reserve, CapEx Reserve, or the Construction Security (as applicable) for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant for which may be required by any of the contract documents; (v) to prosecute and defend all reasonable costs, fees and expenses incurred by Tenant actions or proceedings in connection with performing the Leased Property or the rehabilitation and repair of the Leased Property; (vi) to do any and every act which Tenant might do in its own behalf to complete the Landlord Work; and (vii) charge Tenant with any costs incurred in connection with such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate Landlord Work and the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery exercise of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation rights under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming due.this Section 10.6 as

Self-Help. (a) If Notwithstanding anything to the contrary contained in this Lease, Landlord agrees that if Landlord fails to fulfill its obligations perform any repair or maintenance obligation under this LeaseLease which it is obligated to perform within the time periods set forth in Section 22 below, then Tenant shall be permitted to perform such obligations on Landlord’s behalf in the Premises, provided Tenant first delivers to Landlord an additional two (2) business days prior written notice that Tenant will be performing such obligations, and provided Landlord fails to commence to perform such obligations within such additional two (2) business day period and diligently prosecutes such work to completion. Notwithstanding the foregoing, if the nature of the unperformed obligation is such that a bona fide emergency involving an immediate and imminent danger to life, health or property or material interference with Tenant’s business exists, the foregoing time periods and those set forth in Section 22 shall be reasonably reduced based upon such emergency circumstances. If the obligations to be performed by Tenant will affect the Building’s utility or mechanical systems, then Tenant shall use only those contractors used by Landlord in the Building for work on such systems if such contractors are available and able to act in a timely manner; otherwise, Tenant may use other qualified and reputable contractors. All other contractors shall notify be subject to Landlord’s reasonable approval, and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within twenty-four (24) hours of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or receipt of Tenant’s property thereinsecond notice, provided that if a proposed contractor is licensed and reputable, and all requisite permits have been obtained for the desired work, then Landlord shall be deemed to have thirty given its approval of the proposed contractor. Any work performed by or on behalf of Tenant shall be performed in accordance with provisions of clauses (30ii), (iii) days and (iv) of Section 13(d) of this Lease. Landlord agrees to cure promptly reimburse Tenant following the receipt of a written statement of all reasonable and actual costs incurred by Tenant in performing such nonperformanceobligations on behalf of Landlord together with interest at the Interest Rate. If Landlord fails or refuses to complete cure so reimburse Tenant within such thirty (30) days after receipt demand for same, then commencing as of such notice from Tenantthe expiration of said thirty (30) day period, Tenant shall have the right, but not right to offset the obligation, to carry out cost of performing any such activities on behalf of Landlord so as to cure obligations together with interest at the Interest Rate from date such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses costs are incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices against rental or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereundercharges payable under this Lease, and Tenant hereby expressly waives shall have the right to pursue any other remedies against Landlord available to it for failure by Landlord to timely make such payment, subject to the limitations contained in this Lease. Subject to the foregoing offset right, unless and until nothing contained in this Section 13(d) shall be interpreted to mean that Tenant shall have obtained a final judgment against Landlord with respect to be excused from paying rent or any other amount due under this Lease when due in the event of any alleged default by Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming due.

Self-Help. (a) If Landlord fails to fulfill its obligations perform any obligation under this Lease, Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage Amended Lease with respect to the Leased Space or persons or Tenant’s property therein, Landlord shall have Premises which it is obligated to perform under Sections 11 and 12.2 of the Original Lease within a reasonable period of time not to exceed thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) days after following receipt of such written notice from Tenant, Tenant shall be permitted to perform such obligations in the Premises on Landlord’s behalf, provided Tenant first delivers to Landlord an additional three (3) business days prior written notice indicating that Tenant will be performing such obligations and provided Landlord fails to commence to perform its obligation(s) within such additional three (3) business day period or thereafter fails to diligently complete performance of such obligations having commenced performance within such three (3) business day period. If the obligations to be performed by Tenant will affect the Building’s life safety, electrical, plumbing, or sprinkler systems, Tenant shall endeavor to use only those contractors used by Landlord in the Building for work on such systems. Tenant shall have no right to perform any work on the rightBuilding’s heating, but ventilating and air conditioning system. All other contractors shall be subject to Landlord’s reasonable approval and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within forty-eight (48) business hours of receipt of Tenant’s second notice, provided that if a proposed contractor is duly licensed and bonded and all requisite permits have been obtained for the desired work, Landlord agrees not to withhold its approval of the obligation, proposed contractor and Tenant may proceed to carry out cause such activities work to be performed (provided all requisite permits have been obtained for such work). Any work performed by or on behalf of Landlord so as to cure such nonperformanceTenant shall be performed in accordance with the provisions of this Lease governing Alterations. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days following receipt from Tenant of a written statement of all reasonable and may be asserted actual costs incurred by Tenant against installments in performing such obligations on behalf of Rent thereafter coming dueLandlord. Nothing contained in this Section 10 shall be interpreted to mean that Tenant shall be excused from paying rent or any other amount due under the Amended Lease in the event of any alleged default by Landlord.

Self-Help. If at any time any Owner including any owner of a Condo-Hotel Unit (ahereinafter referred to in this paragraph as the “Non-Performing Owner”) If Landlord fails to fulfill its obligations under this Leaseshall not be proceeding diligently with any work of repair and restoration required of it hereby, Tenant then any other Owner who would be benefited by such repair and restoration shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage give written notice to the Leased Space or persons or Tenant’s property thereinNon- Performing Owner and any other Owner specifying the respect in which such repair and restoration is not proceeding diligently. If, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such upon expiration of thirty (30) days after receipt the giving of notice, the work of repair and restoration is not proceeding diligently, then, subject to the Non-Performing Owner’s right to dispute as set forth below, the Owner giving notice may perform such repair and restoration in accordance with the then existing Building Plans (thereby releasing the Non- Performing Owner from any liability for the quality of such notice from Tenant, Tenant shall have the right, but not the obligation, repair or restoration performed by said other Owner) and may take all appropriate steps to carry out the same, including, without limitation, entry onto the Parcel of any Owner to the extent necessary to perform such activities on behalf repair and restoration. The Owner performing such repair and restoration shall, in accordance with this Article VIII, be entitled to withdraw any insurance proceeds held by the Insurance Trustee by reason of Landlord so such damage, for application to the cost and expense of such repair and restoration. If at any time the Owners disagree as to cure whether the work of repair and restoration is proceeding diligently, then such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement dispute shall be made within fifteen (15) days after written demand settled by Tenantarbitration in accordance with Article XIV, and the Owner giving notice shall not perform such repair and restoration until the dispute shall have been settled. Any Owner who is diligently negotiating in good faith the settlement of any insurance claim under a policy held by it pursuant to Article VII, which demand shall be accompanied is required to fund repair of a casualty insured by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day periodpolicy in question, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled regarded as failing to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord proceed diligently with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right any repair or restoration required of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueit.

Self-Help. In order to facilitate Landlord’s completion of any work, repairs or restoration of any nature that are required to be performed by Tenant in accordance with any provisions hereof, upon the occurrence of the earlier of (ai) If Landlord fails to fulfill its obligations an Event of Default by Tenant hereunder and (ii) any default by Xxxxxx in the performance of such work under this Lease, Tenant shall notify Landlord of such non-performance. Except Lease (so long as in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, of this clause (ii) Landlord shall have has provided Tenant thirty (30) days to cure days’ prior written notice thereof and Tenant has not cured such nonperformance. If Landlord fails to complete cure default within such thirty (30) days after receipt of such notice from Tenantday period), Tenant Landlord shall have the right, but not the obligationfrom and after such occurrence, to carry out enter onto the Leased Property in compliance with all applicable laws and perform any and all such activities on behalf of work and labor necessary as reasonably determined by Landlord so as to cure such nonperformancecomplete any work required by Tenant hereunder or expend any sums therefor and/or employ watchmen to protect the Leased Property from damage (collectively, the “Landlord Work”). In connection with the foregoing, Landlord shall reimburse have the right, in each case, in its reasonable discretion: (i) to use any funds in the FF&E Reserve, CapEx Reserve, or the Construction Security (as applicable) for the purpose of making or completing such Landlord Work; (ii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iii) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Leased Property, or as may be necessary or desirable for the completion of such Landlord Work, or for clearance of title; (iv) to execute all applications and certificates in the name of Tenant for which may be required by any of the contract documents; (v) to prosecute and defend all reasonable costs, fees and expenses incurred by Tenant actions or proceedings in connection with performing the Leased Property or the rehabilitation and repair of the Leased Property; (vi) to do any and every act which Tenant might do in its own behalf to complete the Landlord Work; and (vii) charge Tenant with any costs incurred in connection with such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate Landlord Work and the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery exercise of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation rights under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming due.this Section 10.6

Self-Help. Notwithstanding anything to the contrary contained in this Agreement, if (ai) If Landlord Substantial Completion of the Project does not occur by the Guaranteed Substantial Completion Date, (ii) Completion of the Project does not occur by the Guaranteed Completion Date, or (iii) Development Manager fails to fulfill its obligations under this Lease, Tenant shall notify Landlord of such non-performance. Except in the case where immediate response perform any other obligation (whether monetary or otherwise) which it is required to avoid physical damage to the Leased Space or persons or Tenant’s property thereinperform under this Agreement and such failure is not remedied within any cure period provided in this Agreement, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) days after receipt of such notice from Tenant, Tenant then Owner shall have the right, but not the obligation, to carry out perform such activities obligation on behalf of Landlord so Development Manager, subject to the requirements of this Section 4.7(b). Prior to commencing performance, Owner shall provide written notice to Owner specifying the Development Manager’s failure to perform beyond applicable notice and cure periods, the action that Owner intends to take to rectify such failure and the Owner’s reasonable estimate of the cost of such action (which cost estimate shall not be binding on Owner or limit Owner’s ability to recover from Development Manager the actual costs incurred as provided below) (such notice being defined as the “Self-Help Notice”). If the Development Manager does not then commence to cure such nonperformancefailure to perform within seven (7) days following the receipt of the Self Help Notice from Owner and diligently and continuously pursue such cure thereafter, Owner shall thereafter have the right (but not the obligation) to perform the action described in the Self Help Notice and any other actions incidental thereto. Landlord shall reimburse Tenant for If Owner performs such obligation on behalf of Development Manager, all reasonable costs, fees out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) reasonably incurred by Tenant Owner in connection with performing such cure. Such reimbursement therewith (referred to herein collectively as the “Self Help Costs”) shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials Project Costs and subject to substantiate the amount Development Manager’s obligations for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueDevelopment Manager Overrun.

Self-Help. (aNotwithstanding anything to the contrary contained in Paragraph 14(a) If of this Lease, and in addition to any other available remedies, if Landlord fails to fulfill its obligations perform any obligation under this LeaseLease which it is obligated to perform within the time periods set forth in Paragraph 23 of this Lease following receipt of written notice from Tenant, and if Landlord does not in good faith dispute that it is supposed to be performing such obligation but fails to diligently attempt to do so, then Tenant shall notify be permitted to perform such obligations on Landlord's behalf in the Premises, provided Tenant first delivers to Landlord an additional two (2) business days prior written notice that Tenant will be performing such obligations, and provided Landlord fails to commence to perform such obligations within such additional two (2) business day period. If the obligations to be performed by Tenant will affect the structure of the Building or the Building's life safety, electrical, plumbing, HVAC or sprinkler systems, then Tenant shall use only those contractors used by Landlord in the Building for work thereon, provided Landlord notifies Tenant of the names of such non-performancecontractors upon Tenant's request (unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed). Except All other contractors shall be subject to Landlord's reasonable approval, and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within eight (8) business hours (i.e., between 8:00 a.m. and 6:00 p.m., Monday through Friday) of receipt of Tenant's second notice, provided that if a proposed contractor is licensed and bonded and all requisite permits have been obtained for the desired work, then Landlord agrees not to withhold its approval of the proposed contractor. Any work performed by or on behalf of Tenant shall be performed in accordance with provisions of clauses (ii), (iii) and (iv) of Paragraph 13(d) of this Lease. Landlord agrees to promptly reimburse Tenant following the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, receipt of a written statement of all reasonable and actual costs incurred by Tenant in performing such obligations on behalf of Landlord shall have thirty (30) days to cure such nonperformance"Costs"). If Landlord disputes Tenant's entitlement to some or all of the Costs and fails or refuses to complete cure reimburse such Costs to Tenant within such thirty (30) days after receipt of such notice from Tenant, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after 's written demand by Tenanttherefor, which demand shall be accompanied by appropriate invoices or other materials to substantiate then Tenant may deduct the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent Costs from rent due hereunder, under this Lease after and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount extent Tenant has been authorized to do so by the arbitrator pursuant to and in accordance with the terms of Paragraph 44 of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueAddendum hereof.

Self-Help. (a) If Notwithstanding anything to the contrary contained in this Lease, Landlord agrees that if Landlord fails to fulfill its obligations perform any under this LeaseLease which it is obligated to perform (including without limitation Landlord’s repair and maintenance obligations) within the time periods set forth in Section 20 below, then Tenant shall notify Landlord of be permitted to perform such non-performance. Except obligations on Landlord’s behalf in the case where Premises, provided Tenant first delivers to Landlord an additional two (2) business days prior written notice that Tenant will be performing such obligations, and provided further that Landlord fails to commence to perform such obligations within such additional two (2) business day period and diligently prosecute such work to completion. Notwithstanding the foregoing, if the nature of the unperformed obligation is such that a bona fide emergency involving an immediate response is required and imminent danger to avoid physical damage to the Leased Space life, health or persons property or material interference with Tenant’s property thereinbusiness exists, the foregoing time periods and those set forth in Section 20 shall be reasonably reduced based upon such emergency circumstances. All contractors engaged by Tenant pursuant to this Section shall be subject to Landlord’s reasonable approval, and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within twenty-four (24) hours of receipt of Tenant’s notice, provided that if a proposed contractor is licensed and reputable, and all requisite permits have been obtained for the desired work, then Landlord shall be deemed to have thirty (30) days given its approval of the proposed contractor. Landlord agrees to cure promptly reimburse Tenant following the receipt of a written statement of all reasonable and actual costs incurred by Tenant in performing such nonperformanceobligations on behalf of Landlord together with interest at the Interest Rate. If Landlord fails or refuses to complete cure so reimburse Tenant within such thirty (30) days after receipt demand for same, then commencing as of such notice from Tenantthe expiration of said thirty (30) day period, Tenant shall have the right, but not right to offset the obligation, to carry out cost of performing any such activities on behalf of Landlord so as to cure obligations together with interest at the Interest Rate from date such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses costs are incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices against rental or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereundercharges payable under this Lease, and Tenant hereby expressly waives shall have the right to pursue any other remedies against Landlord available to it for failure by Landlord to timely make such payment, subject to the limitations contained in this Lease. Subject to the foregoing offset right, unless and until nothing contained in this Section shall be interpreted to mean that Tenant shall have obtained a final judgment against Landlord with respect to be excused from paying rent or any other amount due under this Lease when due in the event of any alleged default by Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming due.

Self-Help. (a) If Landlord fails to fulfill its obligations under this Leasefails, Tenant shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty within two (302) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) business days after receipt delivery of a Tenant Self-Help Notice to commence Emergency Repairs and thereafter diligently prosecute such notice from TenantEmergency Repairs to completion, then, unless Landlord has delivered a Landlord Dispute Notice (as defined below), Tenant shall have the right, but not the obligation, to carry out perform such activities on behalf Emergency Repairs at Landlord's expense; provided, however, that in no event shall Tenant undertake any actions which will or are reasonably likely to materially and adversely affect (other than to a de minimis extent): (a) the Building Structure, (b) the Building Systems, (c) the exterior appearance of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen the Building or (15d) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices any other tenant or other materials to substantiate occupant of the amount for the requested reimbursementBuilding. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on undertakes any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rightsEmergency Repairs, Tenant shall (i) proceed in accordance with all applicable Laws; (ii) retain only such reputable, experienced contractors and suppliers as are duly licensed in the City and, if Landlord has furnished to Tenant a reasonable list of Landlord's approved contractors for the Building, are included on such list, (iii)provide evidence to Landlord that all contractors and suppliers retained to perform the Emergency Repairs are insured in accordance with the provisions of Article 10 of this Lease; (iv) effect such repairs or perform such other actions in a good and workmanlike and commercially reasonable manner that will not be entitled adversely affect Landlord's warranties for the Building; (v) use new or like new materials; (vi) take reasonable efforts to set-off such amounts against Rent due hereunderminimize any material interference or impact on the other tenants and occupants of the Project, and Tenant hereby expressly waives such right(vii) otherwise comply with all applicable requirements set forth in Article 8 of this Lease. Notwithstanding anything in this Section 7.3 to the contrary, unless the foregoing self-help right (a) shall not apply in the event of any Casualty, it being acknowledged and until Tenant agreed that Article 11 shall have obtained a final judgment against Landlord govern with respect to Landlord’s obligation under any Casualty, (b) shall not apply in the Lease which Tenant alleges event of any condemnation, it being acknowledged and agreed that Landlord failed Article 13 shall govern with respect to performany such condemnation, and such right of set-off (c) shall be applicable only not permit Tenant to access any other tenant's or occupant's space at the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueProject.

Self-Help. (a) If Landlord fails shall default beyond applicable grace and notice periods in the performance of any repair, maintenance or payment obligation on Landlord’s part to fulfill be performed or paid hereunder and such default materially adversely affects the condition of the Premises or the ability of Tenant to perform its obligations under business therein or may result in termination of this Lease, then Tenant may perform the same for the account and at the sole cost and expense of Landlord, without notice if an emergency exists, or, if no emergency exists, on 30 days’ prior written notice to Landlord, and all costs and expenses paid or incurred by Tenant in curing such default shall be paid by Landlord to Tenant upon demand together with interest at the Default Rate, provided, however, that, prior to performing any such obligation for the account of Landlord (other than in the event of an emergency), Tenant shall notify any mortgagee of the Premises of whom Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or has provided Tenant with written notice (“Lender”), which notice may be given simultaneously with Tenant’s property thereinnotice to Landlord as provided above, Landlord and such Lender shall have thirty (30) 30 days to cure such nonperformancedefault. If (a) Landlord fails to complete pay to Tenant any amounts expended by Tenant to cure Landlord’s default (as provided in the previous sentence), (b) Tenant obtains a final non-appealable judgment against Landlord in a court of law relating to such default, and (c) such final judgment is not satisfied within such thirty (30) 30 days after receipt the rendering of such judgment or otherwise in accordance with its terms, then Tenant may offset the amount of such final judgment against rent hereunder. In the event of an emergency, Tenant shall give Landlord prompt notice from Tenantof any action taken by Tenant pursuant to this Paragraph 16.2 and shall incur only such costs and expenses as are necessary to meet the emergency; no additional costs or expenses shall be incurred which are not necessary to meet the emergency until Tenant shall have given Landlord and Lender 30 days’ prior written notice of default, and as herein above provided in this Paragraph 16.2. Notwithstanding anything set forth in this Lease to the contrary, Tenant shall have the rightno right of self-help and offset with regard to capital improvements (excluding repairs) costing in excess of $100,000, but not the obligation, to carry out such activities on behalf and no right of Landlord so as to cure such nonperformance. Landlord recovery or offset hereunder shall reimburse affect any obligation of Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against or reimburse Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled any item that is payable or reimbursable to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect pursuant to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming duethis Lease.

Self-Help. (a) If In the event that Landlord fails shall, subject to fulfill its obligations under any limitations set forth in this Lease, Tenant fail to perform its obligations set forth in Sections 9.2(a) and 9.2(b) hereof and if such failure shall notify Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty (30) days to cure such nonperformance. If Landlord fails to complete cure within such continue for thirty (30) days after receipt Tenant's written notice thereof to Landlord and to any first mortgagee of Landlord's interest in the Leased Premises whose name and address has theretofore been given to Tenant (such notice from Tenant, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days day period to be extended for each day of delay due in whole or in part to any strike, lockout, labor trouble (whether legal or illegal), civil disorder, failure of power, restrictive governmental laws and regulations, riots, insurrections, war, shortages, accidents, casualties, acts of God, acts caused directly by Tenant or Tenant's agents, employees and invitees, or any other causes beyond the reasonable control of and affecting both Landlord and Tenant) Tenant may, but shall not be required to, perform or pay for the performance of such work; provided, however, that if Landlord shall within said thirty (30) day period (as said thirty (30) day period may be extended as aforesaid) commence to cure such failure or failures and shall be diligently pursuing the same, then Tenant shall have no right to proceed hereunder. All reasonable sums paid by Tenant for the performance of such work under the terms of this self-help provision shall constitute a credit Annual Rent to be paid under Section 1.3(b) hereof and may be asserted deducted from current Annual Rent next payable hereunder. Should Tenant perform any work to be performed by Landlord as part of Landlord's Replacement Obligations, Tenant shall pay to Landlord its share of said costs, except for interest thereon, as set forth in this Lease but Annual Rent shall be abated to cover Tenant's cost of such replacement. In that regard, Tenant shall supply Landlord with the Certification, together with evidence of the costs of such work, together with such information reasonably requested by Landlord so that Landlord may determine the depreciable life of any such items so replaced by Tenant, and Tenant may not offset any amounts with respect thereto against installments of Annual Rent thereafter coming dueas set forth in Section 1.3(b) hereof until Tenant has given such information to Landlord so that Landlord may supply Tenant with the Replacement Notice with respect thereto.

Self-Help. (aNotwithstanding anything to the contrary contained in Paragraph 14(a) If of this Lease, and in addition to any other available remedies, if Landlord fails to fulfill its obligations perform any obligation under this LeaseLease which it is obligated to perform within the time periods set forth in Paragraph 23 of this Lease following receipt of written notice from Tenant, and if Landlord does not in good faith dispute that it is supposed to be performing such obligation but fails to diligently attempt to do so, then Tenant shall notify be permitted to perform such obligations on Landlord's behalf in the Premises, provided Tenant first delivers to Landlord an additional two (2) business days prior written notice that Tenant will be performing such obligations, and provided Landlord fails to commence to perform such obligations within such additional two (2) business day period. If the obligations to be performed by Tenant will affect the structure of the Building or the Building's life safety, electrical, plumbing, HVAC or sprinkler systems, then Tenant shall use only those contractors used by Landlord in the Building for work thereon, provided Landlord notifies Tenant of the names of such non-performancecontractors upon Tenant's request (unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed). Except All other contractors shall be subject to Landlord's reasonable approval, and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within eight (8) business hours (i.e., between 8:00 a.m. and 6:00 p.m., Monday through Friday) of receipt of Tenant's second notice, provided that if a proposed contractor is licensed and bonded and all requisite permits have been obtained for the desired work, then Landlord agrees not to withhold its approval of the proposed contractor. Any work performed by or on behalf of Tenant shall be performed in accordance with provisions of clauses (ii), (iii) and (iv) of Paragraph 13(d) of this Lease. Landlord agrees to promptly reimburse Tenant following the case where immediate response is required to avoid physical damage to the Leased Space or persons or Tenant’s property therein, receipt of a written statement of all reasonable and actual costs incurred by Tenant in performing such obligations on behalf of Landlord shall have thirty (30) days to cure such nonperformance"Costs"). If Landlord disputes Tenant's entitlement to some or all of the Costs and fails or refuses to complete cure reimburse such Costs to Tenant within such thirty (30) days after receipt of such notice from Tenant, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after 's written demand by Tenanttherefor, which demand shall be accompanied by appropriate invoices or other materials to substantiate then Tenant may deduct the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent Costs from rent due hereunder, under this Lease after and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount extent Tenant has been authorized to do so by the arbitrator pursuant to and in accordance with the terms of Paragraph 43 of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueAddendum hereof.

Self-Help. (a) If Notwithstanding the foregoing, in the event that Landlord fails to fulfill its obligations under this Lease, Tenant shall notify make any repairs to the Premises which Landlord of such non-performance. Except in the case where immediate response is required to avoid physical damage make pursuant to the Leased Space or persons or terms of this Lease (which failure to repair materially and adversely affects Tenant’s property therein, Landlord shall have thirty (30use of the Premises) days to cure such nonperformance. If Landlord fails to complete cure within such thirty (30) days after written notice from Tenant (or one (1) business day after written notice in the case of an emergency involving the likelihood of imminent harm to person or material damage to property), then Tenant may give Landlord an additional five (5) business days written notice (or additional one (1) business day’s written notice in the case of emergency as described above) (such additional notice, a “Self Help Notice”) specifying that Tenant is going to take such required action (which notice must describe in detail the action required of Landlord pursuant to this Lease, and state in the subject line in boldface, ALL CAPS that “LANDLORD’S ATTENTION IS REQUIRED. IF LANDLORD FAILS TO COMMENCE PERFORMANCE OF ITS OBLIGATIONS WITHIN FIVE (5) BUSINESS DAYS [ONE (1) BUSINESS DAY] FOLLOWING THE DATE OF THIS NOTICE, TENANT SHALL EXERCISE IT’S “SELF HELP” REMEDY PURSUANT TO SECTION 8.6 OF THE LEASE”). If Landlord has not commenced to repair such problem (or reasonably objected to the required action described in Tenant’s notice) within such five (5) business day period (or one (1) business day period in the case of an emergency) after receipt of such notice the Self Help Notice from TenantTenant (which Self Help Notice must conform with the foregoing requirements), then Tenant shall have the right, but not right to perform the obligation, to carry out such activities on behalf required action of Landlord so as in a good and professional manner in accordance with all applicable laws (using vendors pre-approved by Landlord) and, provided that Landlord has not reasonably disputed or objected to cure such nonperformance. the required action described in Tenant’s notice, Landlord shall reimburse Tenant for all the actual and reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen costs thereof (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only except to the amount of the judgment not paid extent Tenant would otherwise ultimately have been responsible for such costs under this Lease, including through Operating Expenses) within thirty (30) days and after presentation of a reasonably detailed invoice demonstrating the expenses incurred by Tenant. In no event shall Tenant be entitled to offset any amounts owed by Landlord to Tenant under this Lease; provided, however, if Tenant prevails in any arbitration proceeding pursuant to the terms of Exhibit I attached hereto confirming Landlord’s obligation to reimburse Tenant (a “Final Order”), then Tenant may be asserted by Tenant offset the amount of such Final Order against installments of Base Rent thereafter coming dueto the extent Landlord has not paid the same to Tenant.

Self-Help. (aNotwithstanding anything to the contrary contained in Paragraph 14(c) If of this Lease, and in addition to any other available remedies, if Landlord fails to fulfill its obligations perform any obligation under this LeaseLease which it is obligated to perform within the time periods set forth in Paragraph 23 of this Lease following receipt of written notice from Tenant, and if Landlord does not in good faith dispute that it is supposed to be performing such obligation but fails to diligently attempt to do so, then Tenant shall notify be permitted to perform such obligations on Landlord's behalf in the Premises, provided Tenant first delivers to Landlord an additional two (2) business days prior written notice that Tenant will be performing such obligations, and provided Landlord fails to commence to perform such obligations within such additional two (2) business day period. Additionally, if immediate repair to the Building is necessitated by an emergency (meaning imminent threat of bodily injury or material property damage) to which Landlord cannot timely respond, then Tenant, after notifying Landlord of such non-performancesaid emergency, may undertake all necessary repairs to the Building reasonably required under the then existing emergency circumstances; provided, however, that Landlord reserves the right, at any time, to undertake the completion of any repair work begun by Tenant under emergency circumstances. Except If the obligations to be performed by Tenant, whether due to emergency circumstances or otherwise, will affect the structure of the Building or the Building's life safety, electrical, plumbing, HVAC or sprinkler systems, then Tenant shall use only those contractors used by Landlord in the case where immediate response Building for work thereon, provided Landlord notifies Tenant of the names of such contractors upon Tenant's request (unless such contractors are unwilling or unable to perform such work, in which event Tenant may utilize the services of any other qualified contractor approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed). All other contractors shall be subject to Landlord's reasonable approval, and Landlord agrees to approve or reject any contractor proposed to be used by Tenant within eight (8) business hours (i.e., between 8:00 a.m. and 6:00 p.m., Monday through Friday) of receipt of Tenant's second notice, or, in the event of an emergency as contemplated above, as soon as reasonably possible after Landlord receives notice from Tenant of the repairs necessitated by such emergency, provided that if a proposed contractor is required licensed and bonded and all requisite permits have been obtained for the desired work, then Landlord agrees not to avoid physical damage withhold its approval of the proposed contractor. Any work performed by or on behalf of Tenant shall be performed in accordance with provisions of clauses (ii), (iii) and (iv) of Paragraph 13(d) of this Lease. Landlord agrees to promptly reimburse Tenant following the Leased Space or persons or Tenant’s property therein, receipt of a written statement of all reasonable and actual costs incurred by Tenant in performing such obligations on behalf of Landlord shall have thirty (30) days to cure such nonperformance"COSTS"). If Landlord disputes Tenant's entitlement to some or all of the Costs and fails or refuses to complete cure reimburse such Costs to Tenant within such thirty (30) days after receipt of such notice from Tenant, Tenant shall have the right, but not the obligation, to carry out such activities on behalf of Landlord so as to cure such nonperformance. Landlord shall reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after 's written demand by Tenanttherefor, which demand shall be accompanied by appropriate invoices or other materials to substantiate then Tenant may deduct the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent Costs from rent due hereunder, under this Lease after and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount extent Tenant has been authorized to do so by the arbitrator pursuant to and in accordance with the terms of Paragraph 43 of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueAddendum hereof.

Self-Help. (a) If Notwithstanding anything to the contrary in this Article 8, if Landlord fails to fulfill its obligations perform any obligation under this LeaseLease with respect to the Premises which it is obligated to perform under Article 8 within a reasonable period of time not to exceed sixty (60) days following receipt of written notice from Tenant as set forth above, Tenant shall notify Landlord of be permitted to perform such non-performance. Except obligations in the case where immediate response is required Premises on Landlord’s behalf, provided Tenant first delivers to avoid physical damage to the Leased Space or persons or Tenant’s property therein, Landlord shall have thirty an additional three (303) business days to cure prior written notice indicating that Tenant will be performing such nonperformance. If obligations and provided Landlord fails to complete cure commence to perform its obligation(s) within such thirty additional three (303) days after receipt business day period or thereafter fails to diligently complete performance of such notice from obligations having commenced performance within such three (3) business day period. If the obligations to be performed by Tenant is an emergency, as reasonably determined by Tenant, and will affect the Building’s life safety, electrical, plumbing, or sprinkler systems, Tenant shall have use only licensed, commercial contractors for work on such systems and shall not be obligated to give prior notice to Landlord but shall promptly give notice after the rightemergency work has been commenced, but not the obligation, to carry out that such activities work is in progress or has been completed. Any work performed by or on behalf of Landlord so as to cure such nonperformanceTenant shall be performed in accordance with the provisions of this Lease governing Alterations. Landlord shall agrees to reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand by Tenant, which demand shall be accompanied by appropriate invoices or other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained by Tenant against Landlord for recovery of such unreimbursed amounts. Notwithstanding the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days following receipt from Tenant of a written statement of all reasonable and may be asserted actual costs incurred by Tenant against installments in performing such obligations on behalf of Rent thereafter coming dueLandlord. Nothing contained in this paragraph shall be interpreted to mean that Tenant shall be excused from paying rent or any other amount due under this Lease in the event of any alleged default by Landlord.

Self-Help. If Landlord shall at any time fail to perform any Tenant Self-Help Obligation, as hereinafter defined, and should such failure continue beyond the applicable grace period set forth in Section 7.2, Tenant may, but shall not be obligated so to do, after ten (10) days’ written notice (except that, in the case of emergency or imminent threat to the safety of occupants in the Premises or material property damage within the Premises, upon such shorter notice as may be reasonably practicable under the circumstances), to and demand upon Landlord explicitly setting forth the basis for Tenant’s claim of default and specifying that Tenant intends to invoke Tenant’s rights under this Section 7.3 (“Tenant’s Self Help Notice”), and without waiving, or releasing Landlord from, any obligations of Landlord in this Lease contained, perform such Tenant Self-Help Obligation in such manner and to such extent as may be reasonably necessary. For the purposes hereof, “Tenant Self-Help Obligations” shall be defined as any service, maintenance, repair or other obligation that Landlord is obligated to provide or perform pursuant to the provisions of this Lease, except for any service, maintenance or repair which (a) If Landlord fails to fulfill requires work outside of the Premises (except for components of systems which may be located outside of the Premises but which exclusively serve the Premises, provided that Tenant’s exercise of its obligations rights under this LeaseSection 7.3 will in no way affect Landlord’s operation of the Building or other tenants or occupants of the Building), or (b) might affect other tenants or occupants of the Building or the Office Park. Without limiting the foregoing, maintenance and repairs to the roof, structure, common Building systems and the public areas and amenities, plazas, common areas and other non-leasable areas of the Office Park (the “Common Areas”) shall not be considered to be Tenant shall notify Landlord Self-Help Obligations. All sums reasonably so incurred and paid by Tenant and all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper exercise of self help rights pursuant to this Section 7.3, together with interest thereon at the Applicable Rate (as defined in Section 9.16) from the date of the making of such non-performance. Except in the case where immediate response is required to avoid physical damage expenditures by Tenant, shall be payable to the Leased Space or persons or Tenant’s property therein, Landlord shall have Tenant within thirty (30) days of Tenant’s furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and Landlord covenants to cure pay any such nonperformancesum or sums with interest as aforesaid if not timely paid. If Landlord fails to complete cure reimburse Tenant for the sums paid by Tenant within thirty (30) days of Tenant’s invoice (together with supporting documentation), and Landlord has not, within ten (10) business days of its receipt of such invoice, given written notice to Tenant objecting to such demand and stating that Landlord has filed suit in a court of competent jurisdiction to determine whether or not Tenant had validly exercised its self-help right hereunder (or if Landlord has timely disputed Tenant’s invoice, has filed suit and has thereafter failed to pay Tenant the amount of any final, unappealable award against Landlord within thirty (30) days after receipt the issuance thereof) then subject to the last sentence of such notice from Tenantthis paragraph, Tenant shall have the rightright to offset the amount of such sums demanded by Tenant (together with any attorneys’ fees and costs to which Tenant may be entitled pursuant to Section 9.29 of this Lease if there has been a final, but not unappealable award against Landlord) against the obligationAnnual Fixed Rent and Additional Rent payable under this Lease until offset in full. Notwithstanding the foregoing, Tenant shall have no right to carry out reduce any monthly installment of Annual Fixed Rent by more than twenty percent (20%) of the amount of Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord, unless the aggregate amount of such activities on behalf deductions over the remainder of Landlord so the Lease Term (as the same may have been extended) will be insufficient to cure such nonperformance. Landlord shall fully reimburse Tenant for all reasonable costs, fees and expenses incurred by Tenant in connection with performing such cure. Such reimbursement shall be made within fifteen (15) days after written demand the amount demanded by Tenant, in which demand shall be accompanied event Tenant may effect such offset by appropriate invoices or making deductions from each monthly installment of Annual Fixed Rent, Additional Rent and other materials to substantiate the amount for the requested reimbursement. If Landlord fails to pay Tenant the amount requested within said fifteen (15) day period, such unpaid amounts shall accrue interest at the Default Rate which shall continue to accrue on any judgment obtained charges payable by Tenant against Landlord for recovery under this Lease in equal monthly amounts which are in excess of such unreimbursed amounts. Notwithstanding twenty percent (20%) amount over the foregoing rights, Tenant shall not be entitled to set-off such amounts against Rent due hereunder, and Tenant hereby expressly waives such right, unless and until Tenant shall have obtained a final judgment against Landlord with respect to Landlord’s obligation under balance of the remainder of the Lease which Tenant alleges that Landlord failed to perform, and such right of set-off shall be applicable only to the amount of the judgment not paid within thirty (30) days and may be asserted by Tenant against installments of Rent thereafter coming dueTerm.