Common use of Tenant Self-Help Clause in Contracts

Tenant Self-Help. If Tenant delivers written notice to Landlord specifying with particularity any condition requiring maintenance or repair that is Landlord’s obligation to so repair or maintain, and of the intention of Tenant to exercise the right of self-help with respect to such condition, Landlord shall respond in writing within ten (10) business days after receipt of such notice to inform Tenant that (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-help.

Tenant Self-Help. If Tenant delivers may provide Landlord written notice if Landlord fails to (i) comply with any of its repair and maintenance obligations under this Lease, or (ii) comply with its obligations to provide services under the terms of this Lease, both subject to Unavoidable Delay (as defined in the Work Agreement). Tenant's written notice shall specify the action required to be taken, demand that Landlord specifying proceed with particularity any condition requiring maintenance or repair that is Landlord’s obligation to so repair or maintainsuch action, and of the intention of indicate that Tenant may perform on Landlord's behalf if Landlord fails to exercise the right of self-help with respect to such conditiontimely respond. Landlord shall, Landlord shall respond in writing within ten seven (107) business days after receipt of such notice (or immediately after receipt of such notice if Landlord's failure to inform Tenant comply with its Lease obligations gives rise to an emergency), commence investigation of the cause of the asserted problem. Landlord shall promptly commence such repair or replacement, or other action, and diligently pursue completion thereof. In the event that (x) Landlord fails to respond to Tenant's notice within the foregoing seven (7) day period, or (y) fails to promptly commence, diligently pursue and ultimately complete same within thirty (30) days of commencement (or such shorter or longer period of time as is commercially reasonable under the circumstances) any action set forth in clauses (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairsabove, but that such repairs then, if the repair, replacement or maintenance reasonably will take more than ten (10) business days other action required to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord be taken does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord affect the structure of the Building and does not respond within such 10-business day periodaffect the mechanical, Tenant shall send a second electrical, plumbing or other base building systems then, upon written notice to Landlord, containing Tenant shall have the substance right to effect such repair or replacement, or pursue such other action as may reasonably be necessary in order to correct the condition; provided, however, in no event shall Landlord be liable for consequential or punitive damages. Landlord shall reimburse Tenant on demand for all of the first notice reasonable costs and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs expenses incurred by Tenant in performing connection with such repairs foregoing remedial activities plus an administrative overhead charge equal to twenty percent (20%) of the actual cost of repair. Any repair, replacement or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, other work performed by Tenant shall deliver to be performed in a good and workmanlike manner and in strict compliance with any Federal, state, local and municipal laws, rules, regulations and ordinances, and shall be performed by licensed and bonded contractors carrying customary insurance coverage, which insurance shall include Landlord reasonable documentation of its out-of-pocket costs incurred with respect theretoas an additional insured. Notwithstanding anything in this Lease which may be to the contrarycontrary contained herein, if no payment by Tenant determines in its sole discretion to exercise the self-help provisions shall be construed as a waiver of a default by Landlord under this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpSection 14.7.

Tenant Self-Help. If Landlord defaults under this Lease or neglects or refuses to make necessary repairs, replacements or maintenance required to be made by Landlord by the terms of this Lease, and Tenant, in a non-emergency situation, desires to cure such default, make such repairs or perform such maintenance, repairs or replacements on behalf of and for the account of Landlord, Tenant delivers may take such action, including obtaining an estimate which shall include the estimated cost for the parts and labor required to have Tenant or Tenant’s agent make such maintenance, repairs or replacements. Tenant shall then forward a copy of such estimate to Landlord along with written notice of its election to Landlord specifying with particularity any condition requiring maintenance or repair that is Landlord’s obligation to so repair or maintain, and of the intention of Tenant to exercise the right of self-help with respect to such condition, Landlord shall respond in writing within ten (10) business days after receipt of such notice to inform Tenant that (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking make such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs replacements or maintenance. If Landlord does not respond within fails to cure such 10-business day perioddefault or make such repairs, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs replacements or maintenance if Landlord does not respond within five (5) business days following after the date of Tenant’s written notice, Tenant may: (a) if the estimate is less than or equal to $10,000.00, make such repairs or perform such maintenance, and Landlord shall pay Tenant’s costs within thirty (30) days after receipt of a b▇▇▇ therefor; or (b) if the estimate is more than $10,000.00, make such repairs or perform such maintenance upon expiration of an additional five (5) day period as provided in a second noticewritten notice to Landlord, and Landlord shall pay Tenant’s costs within thirty (30) days after receipt of a b▇▇▇ therefor, but Landlord’s costs shall be capped at the amount included in the original written estimate. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from pay Tenant’s costs within thirty (30) days after receipt of a b▇▇▇ therefor, then Tenant may undertake such repairs or maintenance on behalf deduct Tenant’s costs, plus interest thereon at the Interest Rate, from subsequent months’ payments of Minimum Rent and Additional Rent; PROVIDED, HOWEVER, notwithstanding the foregoing, Tenant shall not deduct more than fifty percent (50%) of the total payment of Minimum Rent and Additional Rent due to Landlord each month. In the event of an emergency, Tenant shall only be required to give Landlord as much notice as is practical, and deduct the actual and Landlord shall pay Tenant’s reasonable out costs within 30 days after receipt of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed a b▇▇▇ therefor. Upon completion Tenant shall have no liability to Landlord for any loss or damage which may result to Landlord’s stock or business by reason of such repairs repairs, replacements or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shallexcept for Tenant’s negligence or willful misconduct, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpSection 29.16.

Tenant Self-Help. In the event Landlord fails to perform any repairs or maintenance required to be furnished by Landlord pursuant to Section 17(b) or Section 17(d) hereof, and such failure materially impairs Tenant’s access to, or use and enjoyment of the Demised Premises, Tenant shall give Landlord notice thereof (the “Repair Default Notice”), which shall state with specificity the failure on the part of Landlord. If such failure is not cured by Landlord within thirty (30) days after Landlord’s receipt of the Repair Default Notice (or, if such failure is of a nature which cannot be cured within a 30-day period, if Landlord has not commenced and diligently pursued such cure), then Tenant delivers written shall have the right to send Landlord a second notice (the “Second Repair Default Notice”). Notwithstanding the provisions for giving notice set forth in this Lease, the Second Repair Default Notice shall be valid only if given by certified mail, return receipt requested, with copies, also by certified mail, return receipt requested, given to each Holder and each Authority for which Tenant has been given a notice address. The Second Repair Default Notice shall set forth on the first page thereof, in bold, underlined print in at least eighteen (18) point font, the following: “This is the second notice to Landlord specifying with particularity any condition requiring maintenance or repair that is Landlord’s obligation of a material default pursuant to so repair or maintainSection 17 of the lease to athenahealth, Inc., at ▇▇▇▇▇ City Market, and may give rise to a right of the intention of Tenant to exercise the right of self-help with respect to such condition, Landlord shall respond in writing within ten (10) business days after receipt of such notice to inform Tenant that (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-help.” The Second Repair Default Notice shall have attached thereto a copy of the Repair Default Notice. In the event such failure is not cured by Landlord within thirty (30) days after Landlord’s receipt of the Second Repair Default Notice (or, if such failure is of a nature which cannot be cured within a 30-day period, if Landlord has not commenced and diligently pursued such cure), then Tenant shall have the right to cure such default and charge the reasonable, actual cost thereof to Landlord. Notwithstanding the foregoing, Tenant shall not have any right to repair, replace, alter, impact or affect in any way the structural elements of the Building (including without limitation the foundation, roof, columns, exterior walls, windows, exterior doors, and building exterior), or the electrical, plumbing, telecommunications or fire/life safety systems affecting any other tenant of the Project or the Common Areas. Tenant shall indemnify and hold Landlord, its successors or assigns, and any tenant, licensee or invitee of the Project, harmless from and against any and all loss, cost or expense whatsoever, however incurred, by Landlord or such other party, as a result of Tenant’s exercise of the rights granted to Tenant in this Section, including, without limitation, reasonable attorneys fees actually incurred by Landlord or any other such party. Any Holder or Authority shall have the right to cure any default of which Tenant has given notice in the Tenant shall accept the curative efforts and shall allow such party access to the Demised Premises as is reasonably necessary to effect such cure.

Tenant Self-Help. If Tenant delivers written notice Landlord shall default in the performance or observance of any agreement or condition in this Lease contained on its part to Landlord specifying with particularity any condition requiring maintenance be performed or repair that is Landlord’s obligation to so repair or maintainobserved, and of the intention of Tenant to exercise the right of self-help with respect to such condition, if Landlord shall respond in writing not cure such default within ten (10) business days after receipt notice from Tenant specifying the default (or, if said default is not reasonably capable of such notice to inform Tenant that (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than cure within ten (10) business days days, shall not within said period commence to commencecure such default and thereafter prosecute the curing of such default to completion with due diligence), Tenant may at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and setting forth a proposed timeline for such repairs, any amount paid or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs any contractual liability incurred by Tenant in performing so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom; provided that Tenant may cure any such repairs default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord if the curing of such default prior to the expiration of said waiting period, is reasonably necessary to protect the Premises or maintenance Tenant's interest therein to prevent injury or damage to persons or property, or to enable Tenant to conduct its business in the Premises. If Landlord shall fail to reimburse Tenant upon demand for any amount paid for the account of Landlord hereunder or for any other sum payable to Tenant pursuant to this Lease, said amount plus interest thereon at an annual rate of 2% in excess of the Prime Rate of Norwest Bank Minneapolis N.A., but in no event greater than the maximum legal rate of interest, from the date of demand upon Landlord for payment, may be deducted by Tenant from the next installments or any succeeding payments of Base Rent then becoming or any additional rent or other sum due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect theretohereunder. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contrary contained in this SectionLease, in the case of emergency, notices required pursuant to this Article may be entitled given orally, or in any other reasonably due and sufficient manner having regard to no the emergency and the attending circumstances. If any such notice shall not be given in the manner described in Article 20 hereof, then, as soon thereafter as may be practicable, such notice shall be followed-up by notice given in the manner described in said Article. The addresses provided in Article 20 for notices to a party may be changed by the party receiving, such notice by written notice to the other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpparty.

Tenant Self-Help. If Tenant delivers written notice Landlord shall default in the performance or observance of any agreement or condition in this Lease contained on its part to Landlord specifying with particularity any condition requiring maintenance be performed or repair that is Landlord’s obligation to so repair or maintainobserved, and of the intention of Tenant to exercise the right of self-help with respect to such condition, if Landlord shall respond in writing not cure such default within ten thirty (1030) business days after receipt notice from Tenant specifying the default (or, if said default is not reasonably capable of cure within thirty (30) days, shall not within said period commence to cure such default and thereafter prosecute the curing of such notice default to inform completion with due diligence), Tenant that (i) Landlord is proceedingmay at its option, without waiving any claim for damages for breach of agreement, at any time thereafter cure such default for the account of Landlord, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs any amount paid or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs any contractual liability incurred by Tenant in performing so doing shall be deemed paid or incurred for the account of Landlord, and Landlord agrees to reimburse Tenant therefor or save Tenant harmless therefrom; provided that Tenant may cure any such repairs default as aforesaid prior to the expiration of said waiting period, but after said notice to Landlord if the curing of such default prior to the expiration of said waiting period, is reasonably necessary to protect the Premises or maintenance Tenant’s interest therein to prevent injury or damage to persons or property, or to enable Tenant to conduct its business in the Premises. If Landlord shall fail to reimburse Tenant upon demand for any amount paid for the account of Landlord hereunder or for any other sum payable to Tenant pursuant to this Lease, said amount plus interest of 12% thereon, but in no event greater than the maximum legal rate of interest, from the date of demand upon Landlord for payment, may be deducted by Tenant from the next installments or any succeeding payments of Base Rent then becoming or any additional rent or other sum due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect theretohereunder. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contrary contained in this SectionLease, in the case of emergency, notices required pursuant to this Article may be entitled given orally, or in any other reasonably due and sufficient manner having regard to no the emergency and the attending circumstances. If any such notice shall not be given in the manner described in Article 20 hereof, then, as soon thereafter as may be practicable, such notice shall be followed-up by notice given in the manner described in said Article. The addresses provided in Article 20 for notices to a party may be changed by the party receiving such notice by written notice to the other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpparty.

Tenant Self-Help. If Landlord fails to perform or to commence and diligently pursue its repair and/or maintenance obligations under Section 7.1 or elsewhere in this Lease within thirty (30) days following notice from Tenant delivers written notice of same (or such shorter period of time if an emergency exists that prevents Tenant from accessing the Tenant Space or that may result in injury to Landlord specifying persons or actual damage to property), then Tenant shall have the right, but shall not be obligated, to perform all such repairs or maintenance (“Tenant Self-Help”); provided, however, in any event where Tenant intends to exercise its rights contained herein with particularity any condition requiring maintenance or repair that is Landlord’s obligation regard to so repair or maintainequipment located outside of the Tenant Space, Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group from and against (and to reimburse Landlord and the Landlord Group) for any and all Claims arising directly from Tenant’s gross negligence or willful misconduct in the performance of Tenant Self-Help in any portion of the intention of Building or the Property by Tenant or any other Tenant Party or any person engaged by Tenant or any other Tenant Party to perform such Tenant Self-Help. Any amounts actually expended by Tenant to exercise the right of self-help with respect reasonably effect such repair and/or maintenance shall be reimbursed by Landlord to such condition, Landlord shall respond in writing Tenant within ten thirty (1030) business days after receipt of Tenant’s written demand therefor. If Landlord, within thirty (30) days of such written demand, neither reimburses such amount nor provides written notice to inform Tenant that Landlord disputes such amount or the legal or factual basis for Tenant’s demand, then (iand not otherwise) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice have the right to Landlord, containing the substance of the first notice and stating that Tenant will undertake offset such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpamount against Rent.

Tenant Self-Help. If Landlord fails to perform or to commence and diligently pursue its repair and/or maintenance obligations under Section 8.1 or elsewhere in this Lease within thirty (30) days following notice from Tenant delivers written notice of same (or such shorter period of time if an emergency exists that prevents Tenant from accessing or otherwise using the Tenant Space or that may result in injury to Landlord specifying persons or actual damage to property), then Tenant shall have the right, but shall not be obligated, to perform all such repairs or maintenance (“Tenant Self-Help”); provided, however, in any event where Tenant intends to exercise its rights contained herein with particularity any condition requiring maintenance or repair that is Landlord’s obligation regard to so repair or maintainequipment located outside of the Tenant Space, Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group from and against (and to reimburse Landlord and the Landlord Group) any and all Claims arising directly from Tenant’s gross negligence or willful misconduct in the performance of Tenant Self-Help in any portion of the intention of Building or the Property by Tenant or any other Tenant Party or any person engaged by Tenant or any other Tenant Party to perform such Tenant Self-Help. Any amounts actually expended by Tenant to exercise the right of self-help with respect reasonably effect such repair and/or maintenance shall be reimbursed by Landlord to such condition, Landlord shall respond in writing Tenant within ten thirty (1030) business days after receipt of Tenant’s written demand therefor. If Landlord, within thirty (30) days of such written demand, neither reimburses such amount nor provides written notice to inform Tenant that Landlord disputes such amount or the legal or factual basis for Tenant’s demand, then (iand not otherwise) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice have the right to Landlordoffset such amount against Tenant’s monthly Base Rent (“Tenant’s Offset Right”). Notwithstanding the foregoing and for the avoidance of doubt, containing the substance of actual amount Tenant offsets pursuant to Tenant’s Offset Right shall be included in Common Operating Expenses, to the first notice and stating that Tenant will undertake extent such repairs or maintenance costs would be included in Common Operating Expenses if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct had itself incurred the actual and reasonable out of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver related to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpTenant’s Offset Right.

Tenant Self-Help. If Tenant delivers may provide Landlord written notice if Landlord fails to (i) comply with any of its repair and maintenance obligations under this Lease, or (ii) comply with its obligations to provide services under the terms of this Lease, both subject to Unavoidable Delay (as defined in the Work Agreement). Tenant's written notice shall specify the action required to be taken, demand that Landlord specifying proceed with particularity any condition requiring maintenance or repair that is Landlord’s obligation to so repair or maintainsuch action, and of the intention of indicate that Tenant may perform on Landlord's behalf if Landlord fails to exercise the right of self-help with respect to such conditiontimely respond. Landlord shall, Landlord shall respond in writing within ten three (103) business days after receipt of such notice (or immediately after receipt of such notice if Landlord's failure to inform Tenant comply with its Lease obligations gives rise to an emergency), commence investigation of the cause of the asserted problem. Landlord shall promptly commence such repair or replacement, or other action, and diligently pursue completion thereof. In the event that (x) Landlord fails to respond to Tenant's notice within the foregoing three (3) day period, or (y) fails to promptly commence, diligently pursue and ultimately complete same within thirty (30) days of commencement (or such shorter or longer period of time as is commercially reasonable under the circumstances) any action set forth in clauses (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairsabove, but that such repairs then, if the repair, replacement or maintenance reasonably will take more than ten (10) business days other action required to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord be taken does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord affect the structure of the Building and does not respond within such 10-business day periodaffect the mechanical, Tenant shall send a second electrical, plumbing or other base building systems then, upon written notice to Landlord, containing Tenant shall have the substance right to effect such repair or replacement, or pursue such other action as may reasonably be necessary in order to correct the condition. Landlord shall reimburse Tenant on demand for all of the first notice reasonable costs and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs expenses incurred by Tenant in performing connection with such repairs foregoing remedial activities plus an administrative overhead charge equal to twenty percent (20%) of the actual cost of repair. Any repair, replacement or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, other work performed by Tenant shall deliver to be performed in a good and workmanlike manner and in strict compliance with any Federal, state, local and municipal laws, rules, regulations and ordinances, and shall be performed by licensed and bonded contractors carrying customary insurance coverage, which insurance shall include Landlord reasonable documentation of its out-of-pocket costs incurred with respect theretoas an additional insured. Notwithstanding anything in this Lease which may be to the contrarycontrary contained herein, if no payment by Tenant determines in its sole discretion to exercise the self-help provisions shall be construed as a waiver of a default by Landlord under this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpSection 14.7.

Tenant Self-Help. If Landlord is in default under the Lease as hereinabove described (but Tenant delivers written may exercise its rights under this paragraph without prior notice if such prior notice is not reasonably possible due to Landlord specifying with particularity an emergency situation that threatens or interrupts Tenant’s use of the Premises or the Building), Tenant, in addition to pursuing any condition requiring maintenance or all other remedies at law or in equity, also shall have the right, subject to the limitations set forth below, to take such commercially reasonable actions as Tenant deems necessary to cure Landlord's default (or to cure or repair that is Landlord’s an emergency situation described above) and, if Landlord fails to reimburse Tenant for the reasonable costs, fees and expenses incurred by ▇▇▇▇▇▇ in taking such curative actions within thirty (30) days after demand therefor, accompanied by supporting evidence of the expenses incurred by Tenant, Tenant (i) shall have the right to set off such reimbursement from the Minimum Monthly Rent and other amounts payable by Tenant in accordance with the terms hereof, or (ii) may bring an action for damages against Landlord to recover such costs, fees and expenses, together with interest thereon at the Interest Rate, and reasonable attorney's fees incurred by ▇▇▇▇▇▇ in bringing such action for damages. Notwithstanding anything to the contrary contained herein, Landlord may contest its obligation to so repair make any such payment or maintainperform any such other act, and of the intention of Tenant to exercise the therefore Tenant’s right of self-help with respect thereto (a “Contest”) by delivering written notice (a “Contest Notice”) to such condition, Landlord shall respond in writing within ten (10) business days after receipt Tenant of such notice Contest prior to inform Tenant that (i) Landlord is proceedingthe expiration of any applicable cure period set forth in this Lease. The parties agree to try in good faith to settle the Contest by mediation in accordance with this paragraph, and will proceedTenant shall not exercise any self-help right pending such mediation process. Unless the parties mutually agree otherwise, such mediation shall be in accordance with all due diligence to undertake and prosecute such repairs and maintenance to their completion, Commercial Mediation Procedures of the American Arbitration Association (iior any successor organization) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commencecurrently in effect, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within be concluded no later than five (5) business days following such second noticeafter the date of the Contest Notice. If Landlord either responds in accordance with (iii) above or fails to respond to Such mediation shall be conducted by a single mediator. The fee of the second notice from Tenantmediator shall be paid equally by the parties, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket each party shall pay all other costs incurred by Tenant it in performing such repairs or maintenance from connection with the next installments mediation. Notwithstanding the foregoing, in the event of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenancean emergency, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Sectionrights to preserve property or prevent injury to persons provided, it shallhowever, that ▇▇▇▇▇▇’s right to set off monies expended shall nevertheless be subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpLandlord’s Contest right set forth above.

Tenant Self-Help. If Tenant delivers written notice to Landlord specifying with particularity any condition requiring maintenance an Emergency Situation or repair that is Landlord’s obligation to so repair Adverse Condition involving the Premises (or maintain, and other areas of the intention of Property which Tenant to exercise has the right to use or occupy pursuant to this Lease) or Tenant’s personnel or property exists, then, without limitation of self-help with respect to such conditionthe provisions of Article 6 and Article 23 of this Lease, Landlord shall respond promptly commence and diligently perform all Landlord Repairs or take such other actions, if any, required of Landlord under this Lease necessary to cure or remediate such Emergency Situation or Adverse Condition (“Emergency Repairs”). If Landlord fails to commence promptly or to perform diligently such Emergency Repairs or other actions required of Landlord under this Lease to cure or remediate such Emergency Situation or Adverse Condition, then Tenant, upon providing Landlord with such prior notice as is reasonable under the circumstances (which notice: (x) may, if circumstances so dictate, be given by contacting by telephone any representative of Landlord at the office of the Building or any person designated by Landlord in writing to Tenant from time to time as an emergency contact person for the Building (it being agreed that Tenant shall use reasonable efforts to actually speak with (as opposed to leaving a message for) each such representative or emergency contact person of Landlord, but that if Tenant is unable to reach any such contact person or representative of Landlord and the Emergency Situation in question requires immediate action, Tenant may undertake such action without actually speaking with any such representative or contact person, in which event Tenant shall leave a message for such person, if an answering machine or message service is available therefor), and (y) shall clearly indicate that Tenant intends to take steps necessary to remedy the event giving rise to the Emergency Situation or Adverse Condition in question), may perform such Emergency Repairs or other actions at Landlord’s expense; provided, however, that in no event shall Tenant undertake any actions which will or are reasonably likely to adversely affect (other than to a de minimis extent) the structure of the Building or any Building systems or the premises of any other tenant of the Building. If Tenant exercises its right to perform Emergency Repairs or other actions on Landlord’s behalf, as provided above, then Landlord shall reimburse the actual out-of-pocket reasonable cost thereof within ten thirty (1030) business days after receipt of such notice to inform Tenant that following Tenant’s delivery of: (i) Landlord is proceedinga written notice describing in reasonable detail the action taken by the Tenant, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance satisfactory evidence of the first cost of such remedy. In any case, in the event any Emergency Repairs are not accomplished by Landlord within a forty-eight (48) hour period after Landlord receives notice and stating that Tenant will undertake such repairs of the applicable Emergency Situation or maintenance if Adverse Condition, Landlord does not respond within five (5) business days Business Days following Tenant’s written request therefor, shall provide to Tenant a preliminary schedule setting forth the basic steps Landlord proposes to be taken to effect the Emergency Repairs or other actions and the times when such second noticework is proposed to be done. If Landlord either responds Tenant undertakes any action pursuant to this Paragraph 8(C), Tenant shall (a) proceed in accordance with all applicable Laws; (iiib) above or fails retain to respond to effect such actions only such reputable contractors and suppliers as are duly licensed in the second notice from Tenant, then Tenant may undertake City of Chicago and insured in accordance with the provisions of Article 7; (c) effect such repairs or maintenance perform such other actions in a good and workmanlike and commercially reasonable manner; (d) use new or like new materials; (e) take reasonable efforts to minimize any material interference or impact on behalf of Landlord the other tenants and deduct the actual and reasonable out of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure occupants of the Property, and (e) otherwise comply with all applicable requirements set forth in Article 7 hereof (other than any requirements to obtain Landlord’s approval of, or to provide Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpwith notice of, any Alteration Work set forth in said Article 7).

Tenant Self-Help. If Tenant delivers Landlord shall neglect or fail to perform or observe any of the terms, provisions, conditions or covenants herein contained and on Landlord's part to be performed or observed, and if such neglect or failure shall continue for a period of thirty (30) days after receipt by Landlord of written notice of such neglect or failure, or if more than thirty (30) days are required to Landlord specifying with particularity any condition requiring maintenance or repair that is Landlord’s obligation to so repair or maintain, cure such default (because of the nature of the default and of the intention of necessary cure), and Landlord fails, within such thirty (30) day period to begin to cure the default or, having begun to cure such default within the thirty (30) day period, Landlord thereafter is not diligently and continuously proceeding to cure the default to completion, Tenant shall have the right to exercise the right of self-help with respect in order to cure such condition, default. Landlord shall respond in writing reimburse Tenant for the reasonable cost of such cure, within ten thirty (1030) business days after following Landlord's receipt of such notice to inform Tenant fully executed mechanics' lien waivers and bills marked "paid". In the event that (i) Landlord is proceeding, and will proceed, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, (ii) Landlord is undertaking such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for reimburse Tenant in accordance with the terms and provisions of the preceding sentence, interest shall accrue, from the date of Tenant's presentation to Landlord of such repairs or maintenancefully executed mechanics' lien waivers and receipted bills, at the interest rate set forth in Section 3.2.1 of this Lease. If In the event that Landlord does has not respond reimbursed Tenant within such 10-business day periodsixty (60) days following Tenant's presentation to Landlord of fully executed mechanics' lien waivers and receipted bills, Tenant shall send a second notice have the right to Landlord, containing the substance deduct such reasonable costs of the first notice and stating that Tenant will undertake cure from payment(s) of Minimum Rent until such repairs or maintenance if Landlord does not respond within five (5) business days following such second notice. If Landlord either responds in accordance with (iii) above or fails to respond to the second notice from Tenant, then Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs incurred by Tenant in performing such repairs or maintenance from the next installments of Base Rent then becoming due until Tenant sum has been reimbursed therefor. Upon completion of such repairs or maintenance, Tenant shall deliver to Landlord reasonable documentation of its out-of-pocket costs incurred with respect thereto. Notwithstanding anything in this Lease which may be to the contrary, if Tenant determines in its sole discretion to exercise the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs required by this Lease that were subject to such remedy of self-helpfully recouped.

Tenant Self-Help. If Tenant delivers written notice to Landlord specifying with particularity any condition requiring maintenance or repair that is Landlord’s obligation to so repair or maintain, and of the intention of Tenant to exercise the right of self-help with respect to such condition, Landlord shall respond in writing within ten (10) business days after receipt of such notice to inform Tenant that If (i) Landlord is proceedingfails to commence any Landlord Repairs of a condition which materially and adversely affects Tenant’s ability to conduct business in the Premises, and will proceedsuch failure continues for five (5) Business Days following Landlord’s receipt of written notice of such failure, with all due diligence to undertake and prosecute such repairs and maintenance to their completion, or (ii) Landlord is undertaking fails diligently to prosecute any Landlord Repairs of a condition which materially and adversely affects Tenant’s ability to conduct business in the Premises and such repairs, but that such repairs or maintenance reasonably will take more than ten (10) business days to commence, and setting forth a proposed timeline failure continues for such repairs, or (iii) Landlord does not currently have sufficient funds appropriated for such repairs or maintenance. If Landlord does not respond within such 10-business day period, Tenant shall send a second notice to Landlord, containing the substance of the first notice and stating that Tenant will undertake such repairs or maintenance if Landlord does not respond within five (5) Business Days following Landlord’s receipt of written notice of such failure then Tenant, upon twenty-four (24) hours prior written notice (“Tenant’s Self-Help Notice”) delivered to Landlord (with an additional copy to the Building Office), shall have the right to perform such portion of the Landlord Repairs as may be necessary to remedy the material adverse effect on the conduct of Tenant’s business days following in the Premises that such second noticecondition shall have caused (“Tenant Self-Help”). If Tenant’s Self-Help Notice shall identify with specificity the nature of the Landlord either responds Repairs to be undertaken by Tenant, the contractor to be engaged by Tenant to make such repairs, and shall include a copy of any cost or bid proposal submitted to Tenant by such contractor (which contractor shall be duly licensed in the City of Chicago and insured in accordance with (iii) above or fails to respond the provisions of Article 8). If Landlord, at any time prior to the second notice from Tenant, then commencement of such Tenant may undertake such repairs or maintenance on behalf of Landlord and deduct the actual and reasonable out of pocket costs incurred Self-Help by Tenant in performing such repairs or maintenance from Tenant’s contractors, commences and diligently prosecutes the next installments of Base Rent then becoming due until Tenant has been reimbursed therefor. Upon completion performance of such repairs or maintenanceLandlord Repairs, Tenant shall deliver have no right to perform such Landlord reasonable documentation of its Repairs hereunder so long as Landlord is diligently prosecuting the same. Landlord shall reimburse the actual out-of-pocket reasonable costs of Tenant’s Self Help within thirty (30) days following Tenant’s delivery of: (a) a written notice describing in reasonable detail the actions taken by Tenant, and (b) reasonably satisfactory evidence of the cost of such remedy. If Tenant undertakes any action pursuant to the preceding paragraph, (iii) Tenant shall (1) proceed in accordance with all applicable Laws; (2) retain to effect such actions only such reputable contractors and suppliers as are duly licensed in the City of Chicago and insured in accordance with the provisions of Article 8; (3) effect such repairs in a good and workmanlike and commercially reasonable manner; (4) use new or like new materials; and (5) take reasonable efforts to minimize any material interference or impact on the other tenants and occupants of the Property, and (iv) Tenant shall reimburse Landlord for, and shall indemnify and hold harmless the Landlord Protected Parties against any claims arising from, any damage to person or property resulting from the exercise by Tenant of Tenant Self-Help. Tenant’s obligation to reimburse Landlord for costs incurred with respect thereto. Notwithstanding anything in this Lease which may by Landlord for damage to property shall be limited to the contrary, amount by which such damages exceed the amount of any insurance proceeds which Landlord collected (or would have collected if Tenant determines in its sole discretion to exercise Landlord (a) had maintained the self-help provisions of this Section, it shall, subject to its offset rights contained in this Section, be entitled to no other remedy arising from the failure of the Landlord to perform the maintenance or repairs insurance required by this Lease that were subject Lease; (b) had timely filed a claim thereunder; or (c) had not been prevented from recovering on such claim by reason of the insurer being insolvent or otherwise financially unable to such remedy of self-helpperform its obligations under the policy.).