Common use of Landlord Default Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Landlord Default. If Landlord shall default in the performance or observance of fails to perform any of its covenants or Landlord’s obligations set forth in under this Agreement or any obligation of LandlordLease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue failure continues for a period of more than thirty (30) days after Notice thereof from Tenant Tenant’s delivery of written notice to Landlord and any applicable Facility Mortgageespecifying such failure (except in the case of an emergency where no notice shall be required), or if such additional failure is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the failure within such thirty (30) day period as may be reasonably required and diligently pursued such efforts to correct the samecomplete such cure), Tenant may declare may, at its option, with or without further notice or demand of any kind to Landlord, and as Tenant’s sole and exclusive remedy (except as provided in this Section 18(h)), remedy such default and Landlord shall reimburse Tenant for the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant for such performance within thirty (30) days from receipt by Landlord of bills and invoices, in curing detail reasonably satisfactory to Landlord, covering all labor and materials expended and used by Tenant in so performing Landlord’s obligations. “Emergency” for the samepurpose of this Section 18(h) only, together with interest thereon (means a situation which could be reasonably expected to the extent permitted by law) from the date Landlord receives cause damage to Tenant’s invoice until paidproperty or injury to persons. In the event Landlord has not reimbursed Tenant within thirty (30) days from receipt of bills and invoices as prescribed above, at the Overdue Rate. then Tenant shall have no right notify Landlord in writing of Landlord’s failure to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred timely pay and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any pay such dispute cost within ten (10) days after following Landlord’s Notice receipt of disputeTenant’s second written notice. If all or part of the such cost is not paid to Tenant within the 10-day period following Tenant’s second notice to Landlord, either subject to satisfaction of the conditions set forth herein, then Tenant may, as its sole and exclusive remedy, deduct the cost from Tenant’s Base Rent obligations hereunder (as evidenced by the bills and invoices furnished to Landlord) until the date the same is reimbursed or deducted as aforesaid. Any amounts expended by Tenant and reimbursed by Landlord or expended and deducted by Tenant pursuant to this Section 18(h) may submit be included in Expenses if, as and to the matter extent such costs would constitute an Expense if the same had been performed by Landlord. In no event shall Landlord by liable to Tenant for resolution in accordance with Article 22consequential damages.

Landlord Default. If Landlord shall default in the performance or observance of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any Lease shall constitute a default under this Lease if such failure is actually a failure of an express obligation of Landlord under this Lease (as reasonably and mutually determined by Landlord and Tenant) and continues for 30 days after written notice of such failure, provided that if such failure is not capable of being cured within such 30 day period through no fault of Landlord, if any, under any agreement affecting the Leased Property, the performance such failure shall not constitute an event of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder so long as Landlord undertakes to cure the failure within such 30 day period and no rightthereafter diligently attempts to complete the cure as soon as reasonably possible, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall notify Tenant in good faith dispute the occurrence writing if Landlord objects to Tenant’s claim of any a Landlord Default default and such notification shall provide reasonable detail of Landlord’s objection. Submission of this Lease for examination and signature by Tenant is not an offer to lease and does not create a reservation or option to lease. This Lease will become effective and binding only upon full execution and delivery by both Tenant and Landlord. THIS LEASE, before the expiration WHETHER OR NOT EXECUTED BY TENANT, IS SUBJECT TO ACCEPTANCE BY LANDLORD, ACTING BY ITSELF OR BY ITS AGENT BY THE SIGNATURE ON THIS LEASE OF ITS SENIOR VICE PRESIDENT, ASSISTANT VICE PRESIDENT OR REGIONAL MANAGER AND DELIVERY OF AN ORIGINAL OF SUCH, SIGNATURE TO TENANT, Landlord and Tenant have executed this Lease as of the applicable cure periodday and year first above written. LANDLORD: PS Business Parks L.P. a California limited partnership By PS Business Parks, shall give Notice thereof to TenantInc., setting forthits general partner By: /s/ Cxxx Xxxxxx Cxxx Xxxxxx, in reasonable detailVice President Date: EXECUTION DATE Landlord Fed. ID #90-0000000 TENANT: Pro-Dex, the basis thereforInc. a Colorado corporation, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten a Colorado corporation By: /s/ Jxxx Xxxxxxx Name: Jxxx Xxxxxxx Title: CFO Tax ID Number (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.SSN or FEIN): 84-1261240

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

Landlord Default. If (a) In the event that Landlord defaults under its obligations under this Lease, Tenant shall promptly notify Landlord in writing of such default and Landlord shall have thirty (30) days within which to cure such default in the performance (or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which such default is not capable of being cured within such time, Landlord shall have such longer period as may be reasonably necessary to cure such default, not to exceed one hundred eighty (180) days from the date of Tenant’s obligation pursuant notice, provided Landlord commences to this Agreement, and any cure such default within such initial thirty (30) day period and thereafter diligently pursues such cure to completion), provided however that if Tenant reasonably believes that the failure to cure such default could reasonably result in significant personal injury or death, or damage to property in an amount in excess of $25,000.00 (in each case, an “Emergency Default”), Tenant may elect to cure such Emergency Default prior to such notice provided that Tenant shall continue provide Landlord such notice as is reasonable under the circumstances. In the event that Tenant elects to cure an Emergency Default, Landlord shall reimburse Tenant for a period of all reasonable, out-of-pocket expenses incurred by Tenant in connection with such cure within thirty (30) days after Notice thereof from demand by Tenant along with reasonable evidence Tenant has paid such out-of-pocket expenses. In the event that Landlord does not cure a non-Emergency Default within such thirty (30) day period or does not diligently proceed to Landlord and any applicable Facility Mortgagee, or cure such additional period as may be reasonably required to correct the samenon-Emergency Default if such default is not capable of being cured within such thirty (30) day period, Tenant may declare shall have the occurrence right, after notifying Landlord of a “such election, to cure such non-Emergency Default on Landlord’s behalf and Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftershall reimburse Tenant for all reasonable, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and out-of-pocket expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together connection with interest thereon such cure within thirty (to the extent permitted 30) days after demand by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any along with reasonable evidence Tenant has paid such default, to offset or counterclaim against any Rent or other charges due hereunderout-of-pocket expenses. If Landlord shall in good faith dispute the occurrence of fail to pay any Landlord Default and Landlord, before the expiration of the applicable cure such expenses within any such thirty (30) day period, such expenses shall give Notice thereof bear interest at the Default Rate from five (5) business days after the date due through the date on which such amount is paid to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofTenant by Landlord. If Tenant and Landlord shall fail, in good faith, fails to resolve pay any such dispute expenses and accrued interest within ten (10) business days following a second written notice to Landlord following the initial thirty (30) day period, Tenant shall have the right to deduct such amounts, including accrued interest at the Default Rate, as an offset from Rent then due or thereafter coming due under this Lease; provided, however, the monthly amount of such offset shall not exceed the greater of (i) thirty percent (30%) of the monthly Rent payable by Tenant hereunder, and (ii) an amount of the monthly Rent payable hereunder that is necessary to fully amortize, on a straight line basis, the amounts owed by Landlord to Tenant hereunder over the remaining term of the Lease (not including any then-exercised Renewal Terms), together with interest at the Default Rate. In the event that Tenant exercises its self-help rights under this Section 11.05(a), and if Landlord provides written notice to Tenant that Landlord reasonably disputes whether Tenant was in fact entitled to exercise its self-help rights under this Section 11.05(a), then following a period of ten (10) business days after LandlordTenant’s Notice receipt of disputesuch notice during which Landlord and Tenant shall attempt in good faith to resolve their differences, either may submit the matter for resolution any unresolved dispute shall be referred to binding arbitration in accordance with Article 22the procedures set forth in paragraph 7 of the Work Letter, provided that in the event of non-Emergency Default, Tenant shall refrain from proceeding to cure such non-Emergency Default from the time Tenant receives Landlord’s notice that Landlord reasonably disputes whether Tenant was in fact entitled to exercise its self-help rights under this Section 11.05(a) until such dispute is either resolved by the parties or by binding arbitration pursuant to this Section 11.05(a).

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

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

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

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

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

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such default failure shall continue be an action for money damages (subject to Sections 14.1 and 14.3), specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a period lien upon the property of thirty (30) days after Notice thereof from Tenant Landlord and/or upon rental due to Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently continue to pursue the same to completion). In the event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, in good faith, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after Landlordsuch notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s Notice obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of dispute, either may submit its obligations under the matter for resolution in accordance with Article 22Lease.

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

Landlord Default. If In the event (i) the Premises requires a repair which Landlord is obligated to perform pursuant to Section 13.1 hereof; and (ii) Landlord fails to commence such repair within such period of time as is reasonable under the circumstances following its receipt of notice from Tenant (which may be delivered telephonically); and (iii) Landlord thereafter fails to commence such repair within five (5) business days following delivery of a second notice form Tenant (which may be delivered telephonically), except in the event of an emergency (when such second notice will not be required), then, in the event the failure to repair is materially interfering with Tenant’s use of the Premises, then Tenant may perform such repair, and Landlord shall default reimburse Tenant for the actual, reasonable costs incurred in connection therewith following Landlord’s receipt of paid invoices for such repair work and Landlord’s confirmation of the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting need therefor. In the Leased Property, the performance of which is not Tenant’s obligation pursuant event Landlord fails to this Agreement, and any make such default shall continue for a period of payment within thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct receipt of a bill substantiating the samecost so incurred by Xxxxxx, Tenant may declare deduct such cost from 50% the occurrence Base Rent next falling due, until the total cost incurred by Xxxxxx has been recovered. Notwithstanding the foregoing, in the event Landlord reasonably disputes Tenant’s claim for payment within 30 days after Xxxxxxxx’s receipt of Tenant’s bill, then Tenant may not deduct or offset such sums from Base Rent until such dispute has been resolved. If Landlord disputes Xxxxxx’s claim, Landlord shall provide Tenant with a reasonably detailed statement setting forth the basis for the dispute. Notwithstanding anything contained herein, such right of deduction shall not be binding upon Xxxxxxxx’s mortgagee or anyone claiming title to the Premises by, through, or under such mortgagee unless the mortgagee has agreed in writing to be so bound. In the event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder beyond any applicable notice and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof in addition to Tenantthe foregoing rights and remedies, setting forthTenant retains all rights and remedies at law or in equity, in reasonable detail, including the basis therefor, no Landlord Default shall be deemed right to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter bring an action for resolution in accordance with Article 22damages or injunctive relief.

Landlord Default. If (a) Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for have a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. of written notice from Tenant (a copy of which shall have no right be provided concurrently to terminate this Agreement for each Lender) within which to cure any default by Landlord hereunder and no rightunder this Lease; provided, for however, that with respect to any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detaildefault that cannot reasonably be cured within thirty (30) days, the basis therefor, no Landlord Default default shall not be deemed to have occurred be uncured if Landlord commences to cure within thirty (30) days from Tenant’s notice and continues to prosecute diligently the curing thereof. Tenant agrees to give any Mortgagee, by registered or certified mail, a copy of any Notice of Default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord failed to cure such default within the time provided for in this Lease, then the Mortgagee shall fail, in good faith, to resolve any such dispute within ten have an additional thirty (1030) days after (provided that Tenant notifies Mortgagee concurrently with Tenant’s notice to Landlord at the beginning of Landlord’s Notice thirty (30) day period; otherwise Mortgagee shall have sixty (60) days from the date on which it is noticed) within which to cure such default or if such default cannot be cured within that time, then the cure period shall be extended for such additional time as may be necessary to cure such default if within such applicable period Mortgagee has commenced and continues to prosecute diligently the cure of disputesuch default (including, either may submit the matter for resolution in accordance with Article 22.but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure). DRAFT

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

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

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

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

Landlord Default. If Tenant waives the right to terminate this Lease in the event of a default by Landlord under this Lease. Tenant’s sole remedy in the event of a default by Landlord shall default in the performance be an action for damages or observance of injunctive or declaratory relief. Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any obligation of Landlord, Lease shall constitute a default by Landlord under this Lease if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof written notice of the failure from Tenant to Landlord. If the required performance cannot be completed within thirty (30) days, Landlord’s failure to perform shall constitute a default under the Lease unless Landlord undertakes to cure the failure within thirty (30) days and any diligently and continuously attempts to complete this cure as soon as reasonably possible. All obligations of each party hereunder shall be construed as covenants, not conditions. If Landlord is in default under the Lease as hereinabove described beyond the applicable Facility Mortgageenotice and cure period, or and such additional period as may be reasonably required to correct default is materially and adversely impacting Tenant’s business operations in the samePremises (each, a “Material Default”), Tenant may declare shall deliver a second (2nd) default notice to Sublandlord (in addition to the occurrence notice required by this Section 19.8 above) in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (i.e. in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating “SECOND AND FINAL NOTICE: THIS IS A MATERIAL DEFAULT NOTICE UNDER THE LEASE BETWEEN TALLWOOD FOREST, LLC AND HIPPO ANALYTICS INC. FOR THE BUILDING LOCATED AT 000 XXXXXX XXXXXX, XXXX XXXX, XXXXXXXXXX. IF YOU FAIL TO CURE THE MATERIAL DEFAULT IDENTIFIED HEREIN WITHIN FIVE (5) BUSINESS DAYS, AFTER THE RECEIPT OF THIS NOTICE, THEN WE MAY BEGIN EXERCISING OUR SELF-HELP RIGHTS, PURSUANT TO THE TERMS OF THE LEASE”, and specifying, in the body of such notice the specific material default that Landlord has committed (the “Second Notice”). If Landlord, after receipt of a “Landlord Default” by a second Second Notice to Landlord and to does not cure such Facility Mortgagee. Thereafterdefault within such five (5) business day period, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. then Tenant shall have no the right to terminate this Agreement for any default take such commercially reasonable actions as Tenant deems necessary to cure Landlord’s Material Default and, upon receipt of written notice from Tenant, accompanied by Landlord hereunder and no rightsupporting evidence of the expenses incurred by Tenant, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If reimburse Tenant and Landlord shall fail, in good faith, to resolve any for such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22costs.

Landlord Default. If Landlord shall default in fails to observe or perform any term or covenant required to be observed or performed by it under the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of LandlordLease which failure materially, if any, under any agreement affecting the Leased Property, the performance of which is not adversely affects Tenant’s obligation pursuant use and occupancy of or access to this Agreementthe Premises, and any Landlord does not cure such default shall continue for a period of failure within thirty (30) days (or within a reasonable time thereafter if necessary under the circumstances so long as Landlord is diligent in its prosecution of the cure of such failure), or within five (5) days if such failure on behalf of Landlord creates an emergency situation immediately threatening persons or property or rendering all, or substantially all of the Premises untenantable, after Notice thereof receipt of written notice from Tenant to Landlord specifying such failure and any applicable Facility Mortgageerequesting that it be remedied, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andthen, subject to the provisions of Section 30 of the following paragraphLease, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant shall be entitled, at its election, to exercise concurrently or successively, any one or more of the rights available in curing law or equity under the same, together with interest thereon (laws of the State of Georgia. Notwithstanding the foregoing to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidcontrary, at the Overdue Rate. Tenant shall have no right, and hereby expressly waives any right to, perform any work on behalf of Landlord or otherwise exercise “self help” and any right to deduct or withhold any amounts from any rentals due hereunder. Tenant acknowledges and agrees that all of its covenants and obligations contained herein are independent of Landlord’s covenants and obligations contained herein. Tenant shall neither be relieved from the performance of any of its covenants and obligations (including, without limitation, the obligation to pay Rent) nor entitled to terminate this Agreement for any the Lease, due to a breach or default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordof its obligations covenants or obligations, before unless expressly permitted to the expiration contrary by the terms of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Lease.

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

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

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

Landlord Default. If Landlord shall default in In the performance or observance event of any noncompliance with the terms and conditions of its covenants or obligations set forth in this Agreement or any obligation of Lease by Landlord, if anyTenant shall, under before exercising any agreement affecting right or remedy available to it at law, in equity or hereunder, give Landlord written notice of such noncompliance. If prior to its giving such notice, Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases by execution of a subordination agreement, or by notice delivered in accordance with the Leased Propertyprovisions of Section 22 hereof) of the address of a Mortgagee which has furnished any of the financing referred to in Section 20 hereof, concurrently with giving the performance aforesaid notice to Landlord, Tenant shall, by registered mail, transmit a copy thereof to such Mortgagee. For the 30 days following the giving of which is not Tenant’s obligation pursuant to the notice(s) required by the foregoing portion of this Agreement, and any Section 22 (or such default shall continue for a longer period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period time as may be reasonably required to correct cure a matter which, due to its nature, cannot be reasonably rectified within 30 days), Landlord shall have the right to cure the noncompliance involved. If Landlord has failed to effect such cure within such 30 day period, any such Mortgagee shall have 30 days within which to cure the same, Tenant or, if such default cannot be cured within that period, such additional time as may declare the occurrence of a “Landlord Default” by a second Notice be reasonably necessary to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, if within such 30-day period, said Mortgagee has commenced and diligently pursues the actions or remedies to offset or counterclaim against completion; provided, however, that any Rent or other charges due hereundersuch cure must be completed within 90 days following Landlord's cure period. If Landlord shall Notwithstanding the foregoing, in good faith dispute the occurrence case of any Landlord Default a bona fide emergency not arising as a result of force majeure and Landlord, before the expiration which results in a substantial portion of the applicable cure periodPremises being untenantable and as a result, Tenant has not occupied such portion of the Premises for at least 2 consecutive business days, (i) Tenant shall not be required to give Notice thereof written notice, but may, instead, give oral telephone notice to TenantLandlord (so long as such oral notice is promptly followed by written notice, setting forthwhich may be by means of facsimile transmission), in reasonable detail, the basis therefor, no and (ii) neither Landlord Default nor such Mortgagee shall be deemed entitled to have occurred such 30-day period to cure any such noncompliance and, instead, Landlord and Landlord such Mortgagee shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.shorter time as is reasonably

Landlord Default. If Subject to the terms and conditions of Section 10 herein, in the event of any default by Landlord under this Lease, Tenant will give Landlord written notice specifying such default with particularity, and Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thereupon have thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, (or such additional longer period as may be reasonably required in the exercise of due diligence) in which to correct the samecure any such default. Unless and until Landlord fails to so cure any default after such notice, Tenant may declare shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions. Notwithstanding any other provisions of this Lease to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftercontrary (except as otherwise expressly set forth in Section 10 herein), Tenant may forthwith cure shall look solely to Landlord's equity in the same and, subject Building (or to the provisions proceeds of any sale of the following paragraphBuilding by Landlord while Landlord is in default of its obligations under this Lease), invoice Landlord and not to any other or separate business or non-business assets of Landlord, or any partner, shareholder, officers or representative of Landlord, for costs and expenses (including reasonable attorneys’ fees and court costs) incurred the satisfaction of any claim brought by Tenant against Landlord, and if Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed, and as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only: (i) out of the proceeds of sale received upon levy against Landlord's equity in curing the sameBuilding, together with interest thereon and/or (ii) to the extent permitted not encumbered by law) a secured creditor, out of the rents or other incomes receivable by Landlord from the Building from and after the date Landlord receives Tenant’s invoice until paidof such judgmentFinancial Printing GroupFinancial Printing Groupto the extent not encumbered by a secured creditor, at out of the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default rents or other incomes receivable by Landlord hereunder from the Building from and no rightafter the date of such judgment. Further, in the event the owner of Landlord's interest in this Lease is at any time a partnership, joint venture or unincorporated association, Tenant agrees that the members or partners of such partnership, joint venture or unincorporated association shall not be personally or individually liable or responsible for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence performance of any Landlord Default and of Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22's obligations hereunder.

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

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

Landlord Default. If Landlord shall not be in default hereunder unless Landlord fails to perform the obligations required of Landlord within a reasonable time, but in no event sooner than thirty (30) days after notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such 30-day period and thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate this Lease as a result of Landlord's default, and Tenant's remedies shall be lxxxxxx to monetary damages and such other amounts in addition to or observance in lieu of the foregoing as may be permitted from time to time by applicable law; provided however, that in no event shall Landlord be liable under any circumstances for any consequential damages incurred by Tenant including, without limitation, any injury to, or interference with, Tenant's business, (including xxx xoss of profits) arising in connection with this Lease. Nothing herein contained shall be interpreted to mean that Tenant is excused from paying Xxxx due hereunder as a result of any of its covenants default by Landlord. Notwithstanding the foregoing or obligations set forth anything in this Agreement or any obligation of LandlordLease to the contrary, if anyLandlord is in default hereunder (after expiration of the notice and cure period), under any agreement affecting the Leased Propertythen Tenant may, the performance of which is not Tenant’s obligation pursuant following an additional ten (10) day notice to this Agreement, Landlord and any such holder of a mortgage, cure such default on Landlord's behalf and expense and, in such event, Landlord shall continue reimburse Tenant for all reasonable and documented costs incurred in connection therewith within thirty (30) days following receipt of a period billing therefor. In no event shall Tenant have any right to offset or deduct any sums from Rent due hereunder until the expiration of thirty (30) days after Notice thereof providing Landlord a billing for any expense paid by Tenant, in which event Tenant xxx, notwithstanding anything in this Lease to the contrary, deduct from Tenant to Landlord and any applicable Facility Mortgageesingle installment of Base Rent an amount not in excess of twenty-five (25%) percent of that particular installment, or such additional period as which deduction may be reasonably required to correct taken until Tenant has fully recovered the sameexpense, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with plus interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Interest Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

Landlord Default. If Landlord shall default in the performance fail to keep or observance of perform any of its covenants or obligations set forth under this Lease, which failure on Landlord's part continues for fifteen (15) business days after Landlord's receipt of a written notice from Tenant specifying the failure (or, in this Agreement or the case of any obligation of Landlordsuch failure which cannot with due diligence be cured within fifteen (15) business days, within such additional period, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required by Landlord to correct cure such failure with due diligence provided Landlord commences such cure within the sameinitial fifteen (15) business day period and thereafter diligently pursues same to completion), and without waiving or releasing Landlord from any obligation or limiting any other remedy available to Tenant at law or in equity by virtue of such uncured default, Tenant may declare shall have the occurrence of a “Landlord Default” right (but not the obligation) to make such payment or perform such obligation and all sums so paid by a second Notice to Landlord Tenant and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for all necessary and incidental costs and expenses (expenses, including reasonable attorneys’ attorney's fees and court costs) paid to independent legal counsel, incurred by Tenant in curing the samemaking such payment or performing such obligation, together with interest thereon (to at the extent permitted by law) Interest Rate from the date of payment, shall be paid by Landlord receives Tenant’s invoice until paidto Tenant on demand, at the Overdue Rate. and if not so paid by Landlord, Tenant shall have no the right to terminate pursue any legal remedies available to it to collect payment. Except as specifically provided in this Agreement for any default by Landlord hereunder and Lease to the contrary, in no right, for any such default, event shall Tenant be entitled to offset or counterclaim any sums due and owing from Landlord to Tenant against any Rent or other charges due hereunderAdditional Rent thereafter payable under this Lease. If Landlord This Section 22.7 shall in good faith dispute the occurrence not modify any rights or remedies of Tenant expressly established under Section 12.1 or any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice other provisions of dispute, either may submit the matter for resolution in accordance with Article 22this Lease.

Landlord Default. If Landlord shall be in default in the performance hereunder if Landlord fails to keep, perform or observance of observe any of its the material terms, covenants or obligations set forth and conditions contained in this Agreement or any obligation of LandlordLease on its part to be kept, if anyperformed and observed, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any where such default shall continue failure continues for a period of thirty (30) days after Notice written notice thereof from by Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of (a “Landlord Default” by a second Notice to Landlord and to ”) (provided, however, that if the default is such Facility Mortgagee. Thereafter, Tenant may forthwith cure that the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses cannot reasonably be cured within said thirty (including reasonable attorneys’ fees and court costs30) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure day period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no a Landlord Default shall not be deemed to have occurred if Landlord shall within such period commence such cure and thereafter diligently prosecute the same to completion). Except as expressly provided in this Lease, Tenant hereby waives and relinquishes any right which Tenant may have to terminate this Lease or withhold Rent on account of any damage, condemnation, destruction or state of disrepair of the Premises (including, without limiting the foregoing, those rights under California Civil Code Sections 1932, 1933(4), 1941, 1941.1 and 1942). If Landlord defaults under this Lease and if, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of Landlord’s interest in the Hotel and Landlord shall not be liable for any deficiency. In no event shall Tenant have no obligation the right to levy execution against any property of Landlord. Notwithstanding anything contained in this Lease to the contrary, the obligations of Landlord under this Lease (including any actual or alleged breach or default by Landlord) do not constitute obligations of the partners, directors, affiliates, officers, members or shareholders of Landlord or Landlord’s related parties, and Tenant shall not seek recourse against the partners, directors, officers, affiliates, members or shareholders of Landlord or against Landlord’s partners or any other persons or entities having any interest in Landlord, or any of their personal or corporate assets for satisfaction of any liability with respect thereto until final adverse determination thereofto this Lease. If Except as expressly set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent, contractor or employee of Landlord has made any representation or warranty of any kind with respect to the Premises or the Hotel, but not limited to, any representation or warranty of suitability or fitness of the Premises or the Hotel for any particular purpose. As between Tenant and Landlord shall failLandlord, except as expressly set forth in good faiththis Lease, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Tenant leases the Premises “As-Is.”

Landlord Default. If Landlord shall not be deemed to be in default in the performance or observance of any of its covenants or obligations set forth in obligation under this Agreement or any Lease unless and until it has failed to perform such obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from receipt of written notice by Tenant to Landlord specifying such failure; provided, however, that if the nature of Landlord's default is such that more than thirty (30) days are required for its cure, then Landlord shall not be deemed to be in default if it commences such cure within the thirty (30)-day period and thereafter diligently prosecutes such cure to completion. Tenant agrees to give any applicable Facility MortgageeMortgagee a copy, by certified mail, of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or otherwise) of the address of such Mortgagee. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then any such Mortgagee shall have an additional forty-five (45) days within which to have the right, but not the obligation, to cure such default on the part of the Landlord or if such default cannot be cured within that time, then such additional period time as may be reasonably required necessary if within that forty-five (45) days the Mortgagee has commenced and is pursuing the remedies necessary to correct cure such default (including but not limited to commencement of foreclosure proceedings, if necessary, to effect such cure), in which event this Lease shall not be terminated while such remedies are being so pursued. If Tenant recovers any judgment against Landlord for a default by Landlord of this Lease, the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions judgment shall be satisfied only out of the following paragraphinterest of Landlord in the Project and neither Landlord nor any of its partners, invoice shareholders, officers, directors, employees or agents shall be personally liable for any such default or for any deficiency. Tenant's rights hereunder shall be in addition to, and shall not limit, Tenant's other rights expressly set forth in this Lease, including without limitation, in Section 12.7, above. 23. LANDLORD EXCULPATION The liability of Landlord for costs and expenses or its partners, shareholders, officers, directors, employees or agents (including reasonable attorneys’ fees and court costscollectively, the "Landlord Parties") incurred by to Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under this Lease or arising in connection herewith or with Landlord's operation, management, leasing, repair, renovation, alteration or any other matter relating to the Project or the Premises shall be limited solely and exclusively to an amount which is equal to the interest of Landlord in the Building, and neither Landlord, nor any of the Landlord Parties shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant. The limitations of liability contained in this Article 23 shall inure to the benefit of Landlord's and the Landlord Parties' present and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and employees, and their respective partners, heirs, successors and assigns. Under no rightcircumstances shall any present or future partner of Landlord (if Landlord is a partnership), or trustee or beneficiary (if Landlord or any partner of Landlord is a trust), have any liability for the performance of Landlord's obligations under this Lease. Notwithstanding any contrary provision herein, neither Landlord nor the Landlord Parties shall be liable under any circumstances for injury or damage to, or interference with, Tenant's business, including but not limited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss of goodwill or loss of use, in each case, however occurring. None of the officers, directors, shareholders, agents or employees of the Original Tenant or its Affiliates shall be personally liable to Landlord for any such default, to offset obligation arising under this Lease. The terms of this Article 23 shall not alter or counterclaim against any Rent limit Tenant's specific rights as set forth in Section 12.7 or other charges due hereunderArticle 18. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 2224.

Landlord Default. If Landlord shall default in Notwithstanding anything to the performance or observance of any of its covenants or obligations contrary set forth in this Agreement or any obligation of LandlordLease, if any, under any agreement affecting the Leased Property, Landlord shall be in Default in the performance of which is not Tenant’s any obligation required to be performed by Landlord pursuant to this AgreementLease if Landlord fails to perform such obligation within 30 days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, if the nature of Landlord’s obligation is such that more than 30 days are required for its performance, then Landlord shall not be in Default under this Lease if it shall commence such performance within such 30 day period and thereafter diligently pursue the same to completion; provided, further, however, if Landlord’s failure to perform an obligation results in a failure of essential services to the Premises or Building, the terms of Section 7.03 shall apply and Landlord shall use commercially reasonable efforts to satisfy such obligation as soon as thereafter as reasonably practicable. Upon any such Default by Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary, exercise any of its rights provided at law or in equity. No right or remedy herein conferred upon or reserved to Tenant is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameother remedies provided in this Lease, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereaftershall be entitled, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by applicable law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset injunctive relief, or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence to a decree compelling performance of any Landlord Default and Landlord, before the expiration of the applicable cure periodcovenants, shall give Notice thereof agreements, conditions or provisions of this Lease, or to Tenant, setting forth, any other remedy allowed to Tenant at law or in reasonable detail, equity. Forbearance by Tenant to enforce one or more of the basis therefor, no Landlord remedies herein provided upon an event of Default shall not be deemed or construed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any constitute a waiver of such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22Default.

Landlord Default. If Landlord shall fails to perform any of its obligations under this Lease, such failure materially interferes with the Tenant’s use and operations within the Premises and Landlord fails to cure such default within twenty (20) days after written notice from Tenant specifying the nature of such default where such default could reasonably be cured within said twenty (20) day period, or fails to commence such cure within said twenty (20) day period and thereafter fails to continue with due diligence to prosecute such cure to completion where such default could not reasonably be cured with said twenty (20) day period, then (1) Tenant may proceed in equity or at law to compel Landlord to perform its obligation and/or to recover damages proximately caused by such failure to perform; and/or (2) Tenant may perform such obligations and have the right to be reimbursed for the sum it actually and reasonably expends in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, thereof; and if any, under any agreement affecting the Leased Property, the performance of which is Landlord does not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of reimburse Tenant therefore within thirty (30) days after Notice thereof written demand therefore from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameTenant, Tenant may declare shall have the occurrence of a “Landlord Default” right to withhold such sum from future Rent due hereunder until Tenant is reimbursed in full therefore; provided, however, that such right to withhold rent shall be limited to not more than one month’s Base Monthly Rent in any twelve (12) month period. In the event the sum expended by a second Notice to Landlord and to such Facility Mortgagee. ThereafterTenant exceeds one (1) month’s Base Monthly Rent, Tenant may forthwith cure the same and, subject by withholding such rent shall not be deemed to the provisions waive any of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidrights to collect any excess proceeds pursuant to its remedies at law and/or pursue its remedies in equity. Notwithstanding the foregoing, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, Lease for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and default by Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.

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

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

Landlord Default. If Landlord shall default in the performance fails to perform or observance observe or otherwise breaches any term of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, Lease and any such default failure shall continue for a period of more than thirty (30) days after Notice thereof from Tenant gives Landlord written notice of such failure, or, if such failure does not arise out of a failure by Landlord to pay a sum of money and cannot reasonably be corrected within such 30-day period, if Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required does not commence to correct such default within such 30-day period and thereafter diligently prosecute the samecorrection of same to completion within a reasonable time, a "Landlord Event of Default" shall exist under this Lease; provided that if a condition exists by virtue of a failure of Landlord to perform an obligation of Landlord under this Lease which interferes in a material manner with the use and occupancy by Tenant of the Demised Premises and such interference continues for thirty (30) days after the required written notice to Landlord, a Landlord Event of Default will exist notwithstanding that Landlord may declare still be pursuing corrective efforts at the end of such 30-day period. Upon the occurrence of a “Landlord Event of Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith at Tenant's option, cure the same andLandlord Event of Default and the actual cost of such cure shall be payable by Landlord to Tenant within thirty (30) calendar days after written demand and shall bear interest at the Interest Rate from the date paid by Tenant until repayment in full by Landlord occurs; provided, subject however, that if a failure by Landlord to perform or observe any term of this Lease gives rise to circumstances or conditions which constitute an emergency threatening human health or safety or substantial damage to the provisions Demised Premises or Tenant's personal property, or materially impeding the conduct of the following paragraphbusiness of Tenant at the Demised Premises, invoice Tenant shall be entitled to take immediate curative action (prior to the expiration of any notice and cure period set forth above) to the extent necessary to eliminate the emergency . If Landlord does not pay to Tenant the amount of such cost and accrued interest, upon written demand, Tenant may set off such cost against installments of Base Rent or other amounts due Landlord under this Lease. Such cost must be reasonably incurred and must not exceed the scope of the Landlord Event of Default in question; and if such costs are chargeable as a result of labor or materials provided directly by Tenant, rather than by unrelated third parties, the costs shall not exceed the amount which would have been charged by a qualified third party unrelated to Tenant. The quality of all work performed by Tenant must equal or exceed the quality of Landlord's Work. Such costs must be reasonably documented and copies of such documentation must be delivered to Landlord with the written demand for costs and expenses (including reasonable attorneys’ fees and court costs) reimbursement. Tenant shall be permitted to continue to set off against succeeding installments of Base Rent or other amounts due Landlord under this Lease until the total amount of such cost actually incurred by Tenant in curing the samehas been recovered by Tenant. Once Tenant has fully set off all of such cost, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall longer be deemed to have occurred and Landlord shall have no obligation be in default under this Lease with respect thereto until final adverse determination thereofto the Landlord Event of Default that was the subject of the set off. If Nothing contained in this Section 23.1 shall create or imply the existence of any obligation by Tenant and to cure any Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice Event of dispute, either may submit the matter for resolution in accordance with Article 22Default.

Landlord Default. If (i) Landlord shall default in defaults under or breaches this Lease or Landlord or Developer fails to remedy any defect, deficiency or violation of applicable law related to the performance or observance of any of its covenants or obligations set forth in this Premises to the extent it is required to do so under the Development Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is (a “Construction Defect”) and (ii) Landlord does not Tenant’s obligation pursuant to this Agreement, and any cure such default shall continue for a period of or breach or Construction Defect (or cause the same to be cured) within thirty (30) days after Notice thereof from Tenant gives written notice to Landlord and any applicable Facility Mortgageethereof, or such additional period as may be reasonably required to correct in writing, then the same, Tenant may declare the occurrence of same shall constitute a “Landlord Default” by a second Notice and Tenant shall have the right (but not the obligation) to attempt to cure such Landlord Default; provided if any such default or breach or Construction Defect cannot reasonably be cured within thirty (30) days and Landlord commences to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to within the provisions of the following paragraph, invoice Landlord for costs and expenses thirty (including reasonable attorneys’ fees and court costs30) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) days after receiving written notice from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, then no Landlord Default shall be deemed to have occurred so long as Landlord diligently and continuously cures such default or breach or Construction Defect. Notwithstanding the foregoing, in cases of emergency or where Landlord’s failure to perform its obligations under this Lease or where any Construction Defect threatens to result in damage to any portion of the Premises or Tenant’s property therein or threatens to cause a material interference with Tenant’s business operations in the Premises, then Tenant shall have the right (but not the obligation) to perform such obligations or cure such Construction Defect, without the necessity of giving Landlord or Developer advance notice or affording either of them an opportunity to cure the same. In the event Tenant endeavors to cure any default or breach by Landlord or any Construction Defect pursuant to this section, Landlord shall have no obligation with respect thereto until final adverse determination thereofreimburse Tenant for the reasonable costs Tenant incurs in connection therewith. If Tenant and Landlord shall fail, in good faith, to resolve pay any such dispute amounts that it owes Tenant under this Section 19 within ten thirty (1030) days after LandlordTenant’s Notice written demand for the same; provided if Landlord fails to pay any amounts that Landlord owes Tenant under this section within such thirty (30) day period, then Tenant may deduct the same from the next installments of disputeBase Rent due under this Lease so long as the total amount of such deductions in any calendar year does not exceed fifteen percent (15%) of the Base Rent payable during such calendar year. Tenant shall also have all other remedies available at law or in equity on account of any Landlord Default, either may submit including, without limitation, the matter for resolution in accordance with Article 22right to terminate this Lease.

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

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

Landlord Default. If Landlord shall default in the performance violate, neglect or observance of fail to perform or observe any of its covenants the representations, covenants, provisions, or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlordobserved, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue continues for a period of more than thirty (30) days after receipt of written notice from Tenant specifying such default (10 days after notice in the case of a monetary default), or if such default is of a nature to require more than thirty (30) days for remedy and continues beyond the time reasonably necessary to cure (provided Landlord must have undertaken procedures to cure the default within such thirty (30) day period and thereafter diligently pursues such efforts to cure to completion), Tenant may, at its option (in addition to all other rights and remedies provided Tenant at law, in equity or hereunder), incur any reasonable expense necessary to perform the obligation of Landlord specified in such notice and xxxx Landlord for the costs thereof. Notwithstanding the foregoing, if in Tenant’s reasonable judgment an emergency shall exist and after giving Landlord reasonable notice of such condition, Tenant may cure such default. If Landlord has not reimbursed Tenant within thirty (30) days after receipt of Tenant’s xxxx, Tenant may deduct the reasonable cost of such expense, plus interest thereon at the rate of twelve percent (12%) per annum, from the rent and other payments next becoming due after the expiration of said thirty (30) day period. Nothing herein shall be construed as requiring Tenant to await the passage of thirty (30) days after Notice thereof before seeking equitable relief. The self-help option given in this Section is for the sole protection of Tenant, and its existence shall not release Landlord from its obligation to perform the terms, provisions, covenants and conditions herein provided to be performed by Landlord or deprive Tenant of any legal rights which it may have by reason of any such default by Landlord. Any and all rights, remedies and options given in this Lease to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct Tenant in the same, Tenant may declare the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed cumulative and in addition to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failwithout waiver of, or in good faithderogation of, any right or remedy given to resolve it under any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution law now or hereafter in accordance with Article 22effect or in equity.

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

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

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

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

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

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

Landlord Default. If (i) at any time or times during the term of this Lease Landlord shall default in the performance or observance of any of its covenants or obligations set hereunder, (ii) Tenant shall deliver to Landlord a notice setting forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementsuch default, and any (iii) Landlord shall fail to cure such default shall continue for a within the period of thirty (30) days following the delivery of such notice, then, and in each such case, Tenant, at any time after Notice thereof from Tenant the expiration of such thirty (30) day period and prior to such default being cured, may deliver to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice notice setting forth such default and indicating Landlord’s failure to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andwithin the aforesaid thirty (30) day period. If, subject to the provisions in any case where Tenant delivers such a second notice of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such a default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall fail to cure the default set forth therein within the period of thirty (30) days following the delivery of such second notice (or, if such default cannot be reasonably cured within such thirty (30) day period, Landlord shall fail to commence in good faith dispute the occurrence of cure thereof within such thirty (30) day period or Landlord shall thereafter fail to prosecute the same with reasonable diligence to completion), then, in each such case, the following provision shall apply: Tenant, at any Landlord Default and Landlord, before time after the expiration of such second thirty (30) day period (or, as the applicable case may be, after Landlord’s failure to prosecute a cure periodwith reasonable diligence) and without any further notice to Landlord, may (but shall give Notice thereof to not be obligated to) cure the default in question, and if Tenant, setting forthin connection with any such cure, in reasonable detailmakes any expenditure or incurs any obligation for the payment of money, the basis thereforLandlord, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice written demand therefor, shall reimburse Tenant an amount equal to all sums so paid or incurred (together with interest on such sums at a rate two (2) percent per annum over the prime rate reported in the “Money Rates” column of disputeThe Wall Street Journal or in any successor column, either may submit from the matter for resolution in accordance with Article 22date Tenant pays or incurs such sums to the date Landlord reimburses Tenant therefor). If Landlord fails to so reimburse Tenant, then Tenant shall be entitled to deduct the amount owed from its monthly installments of Annual Basic Rent (up to a maximum of 25% of the amount of such monthly installment, each month) until the sum due Tenant from Landlord is recovered.

Landlord Default. If Landlord shall be in default in under this Lease if Landlord has not commenced and pursued with reasonable diligence the performance or observance cure of any failure of Landlord to meet its covenants or obligations set forth in under this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of Lease within thirty (30) days after Notice thereof of the receipt by Landlord of written notice from Tenant of the alleged failure to perform. Notwithstanding anything in this Lease to the contrary, Landlord and shall never be liable to Tenant in the event of a default by Landlord or otherwise under any applicable Facility Mortgageeprovision of this Lease for any loss of business or profits or other direct, special, incidental, indirect or consequential damages or for punitive or special damages of any kind. None of Landlord's officers, employees, agents, directors, shareholders, or such additional period as may be reasonably required partners shall ever have any personal liability to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant under or in curing the same, together connection with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Ratethis Lease. Tenant shall have look solely to Landlord's estate and interest in the Building for the satisfaction of any right or remedy of Tenant under this Lease, or for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord, and no right other property or assets of Landlord or its principals shall be subject to levy, execution, or other enforcement procedure for the satisfaction of Tenant's rights or remedies under this Lease, the relationship of Landlord and Tenant under this Lease, Tenant's use and occupancy of the Premises, or any other liability of Landlord to Tenant of whatever kind or nature. Except as specifically provided in this Lease, Tenant expressly, knowingly, and voluntarily waives any right, claim, or remedy otherwise available to Tenant to terminate or rescind this Agreement for Lease as a result of Landlord's default as to any default by Landlord hereunder and no right, for any such default, to offset covenant or counterclaim against any Rent agreement contained in this Lease or other charges due hereunder. If Landlord shall in good faith dispute as a result of the occurrence breach of any Landlord Default and promise or inducement allegedly made on behalf of Landlord, before the expiration whether in this Lease or elsewhere. No act or omission of the applicable cure period, Landlord or its agents shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and constitute an actual or constructive eviction of Tenant unless Landlord shall have first received written notice of Tenant's claim and shall have failed to cure it after having been afforded a reasonable time to do so, which in no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord event shall fail, in good faith, to resolve any such dispute within ten be less than thirty (1030) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22days.

Landlord Default. If Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased any Property, the performance of which is not Tenant’s 's obligation pursuant to this Agreement, and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ ' fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s 's invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s 's Notice of dispute, either may submit the matter for resolution in accordance with Article 22.. -51- ARTICLE 15

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

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

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

Landlord Default. If In the event that Landlord shall default in the performance breaches any covenant, condition or observance provision of any of its covenants this Lease, or obligations set forth in this Agreement or fails to perform any obligation of LandlordLandlord required under this Lease, if anyor becomes insolvent, under files or has filed against it any agreement affecting the Leased Propertyaction in bankruptcy, the performance of which is not Tenant’s obligation pursuant as a receiver appointed for its assets or otherwise becomes embarrassed or assigns its assets to this Agreementcreditors, and any such default shall continue for a period of breach, failure or condition is not cured within thirty (30) days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(except in the case of emergency in which event no notice shall be necessary), or such additional longer period as may be reasonably required to correct reasonable under the samecircumstances so long as Landlord commences such cure within such thirty (30) day period and is thereafter diligently pursuing such cure, but in no event more than ninety (90) days, then in any such event Landlord shall be deemed in default of this Lease. Upon Landlord’s default, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses either (including reasonable attorneys’ fees and court costsi) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no rightLease upon the condition described hereinafter or (ii) cure such breach, failure or condition, for any such defaultthe account of Landlord, to offset or counterclaim against any Rent or other charges due hereunder. If and thereafter Landlord shall in good faith dispute reimburse Tenant the occurrence cost of any Landlord Default and Landlord, before the expiration of the applicable such cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after presentment of an invoice therefor. If Landlord fails to reimburse Tenant as provided herein, then in such event Tenant may offset rent and other charges due hereunder to Landlord until Tenant is reimbursed for its expenditure in full. In the event of an emergency, such as by way of example, a hole in the roof which interferes with Tenant’s business operations, Tenant may immediately cure such condition and thereafter seek reimbursement from Landlord and, failing reimbursement from Landlord, thereafter offset the cost of such cure against rent and other charges due hereunder. Not withstanding the foregoing, Tenant may only terminate this Lease in the event that the cost of curing Landlord’s Notice default exceeds the rent due (excluding additional rent) over the remainder of dispute, either may submit the matter for resolution in accordance with Article 22then current term.

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

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

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

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

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

Landlord Default. If Landlord Tenant shall default in the performance or observance give notice of Landlord’s failure to perform any of its covenants or obligations set forth in under this Agreement or any obligation of Lease to Landlord, if any, and to any Mortgagee whose name and address have been given to Tenant. Landlord shall not be in default under any agreement affecting the Leased Property, the this Lease unless Landlord (or such Mortgagee) fails to cure such non-performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from Tenant receipt of Tenant’s notice. However, if such non-performance requires more than thirty (30) days to Landlord and any applicable Facility Mortgageecure, or such additional period as may shall be reasonably required extended in the case of any such non-performance that cannot be cured by the payment of money where such non-performance can be cured, and Landlord begins promptly within said thirty (30) day period and thereafter diligently completes the cure. In no event shall either party under this Lease be liable for indirect or consequential damages except as provided in Section 18.3 or to correct the sameextent covered by insurance maintained by the party against whom such liability is claimed. No remedies expressly provided in this Lease shall be deemed to be indirect or consequential damages. If Landlord is in default in the performance of any of its obligations under this Lease, beyond applicable notice and cure periods, then, as Tenant’s sole remedy (except as set forth below), Tenant may declare shall have the occurrence of a “right to remedy such default on Landlord’s behalf (provided that Tenant uses reasonable efforts to avoid violating or rendering void any warranties maintained by EAST\174041517.9 Landlord), in which event Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, shall reimburse Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, within thirty (30) days after invoice Landlord for all reasonable costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing connection therewith. If (i) Landlord disputes Tenant’s right to have undertaken any such remedy or the sameamount of reimbursement claimed by Tenant, together with (ii) Tenant obtains a final, unappealable judgment against Landlord for failure to reimburse Tenant for such costs, and (iii) Landlord fails to pay such costs to Tenant within thirty (30) days following notice from Tenant of such judgment, then Tenant shall have the right to recover the same by an abatement of Fixed Rent, provided that such abatement (and the accrual of any interest thereon (on such amounts) shall cease at such time as and to the extent permitted by lawthat payment is tendered to Tenant. Notwithstanding the foregoing, if the amount of the abatement is more than ten percent (10%) from of the date aggregate amount of Fixed Rent due in any month, then the amount abated in any one month shall not exceed ten percent (10%) of the Fixed Rent and the excess amount of the abatement shall be carried forward with interest at the Default Rate provided that at the time of termination of this Lease, Landlord receives shall pay all accrued amounts due and owing to Tenant pursuant to this section. Tenant’s invoice until paid, at self-help rights under this Section 35.1 shall be exercised by Tenant only (i) with respect to conditions actually existing within the Overdue Rate. Premises (and not affecting the structural components of the Building or systems serving other tenants of the Building) and (ii) after Tenant shall have no right has provided Landlord with notice of Tenant’s intention to terminate this Agreement for any default by Landlord hereunder and no exercise such right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, has failed to resolve any such dispute commence action to remedy the condition complained of within ten (10) days after its receipt of such notice (or if Landlord commences to do the act required within such period but fails to proceed diligently thereafter). Tenant’s remedies under this Section 35.1 are personal to Tenant and may not be exercised by any subtenants or assignees (other than a Successor Entity) against Landlord. Tenant shall indemnify, save harmless and defend Landlord and its members, managers, officers, mortgagees, agents, employees, independent contractors, invitees and other persons acting under them from and against all liability, claim or cost (including reasonable attorneys’ fees) arising in whole or in part out of any negligent act or omission or willful misconduct in connection with Tenant’s Notice exercise of disputeits remedies pursuant to this Section 35.1. Tenant shall have the right to pursue such other remedies as may be available at equity, either may submit such as specific performance or injunctive relief, in addition to the matter for resolution specific remedies set forth in accordance with Article 22this Lease, where applicable, in the event of a Landlord default beyond applicable notice and cure periods.

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

Landlord Default. If In addition to any of Tenant’s rights or remedies at law but except as expressly waived in this Lease and subject to Article 47, Landlord shall be in default in the performance or observance of under this Lease if (i) Landlord fails to perform any of its covenants or obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, hereunder and any such default shall continue said failure continues for a period of thirty (30) 30 days after Notice written notice thereof from Tenant to Landlord and any applicable Facility Mortgagee(provided that if such failure cannot reasonably be cured within said 30 day period, Landlord shall be in default hereunder only if Landlord fails to commence the cure of said failure within said 30 day period, or having commenced the curative action within said 60 day period, fails to diligently pursue same) and (ii) each mortgagee of whose identity Tenant has been notified in writing shall have failed to cure such additional default within 30 days (or such longer period of time as may be reasonably required specified in any written agreement between Tenant and mortgagee regarding such matter) after receipt of written notice from Tenant of Landlord’s failure to correct cure within the same, Tenant may declare time periods provided above. In the occurrence event of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder under the Lease, Tenant shall use reasonable efforts to mitigate its damages and no right, for losses arising from any such defaultdefault and Tenant may pursue any and all remedies available to it at law or in equity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlordprovided, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forthhowever, in reasonable detailno event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or unhabitable prior to a default and failure to cure by Landlord and its mortgagee under this Lease and, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall failfurther provided, in good faithno event shall Tenant be entitled to receive more than its actual direct damages, to resolve it being agreed that Tenant hereby waives any such dispute within ten (10) days after Landlord’s Notice of dispute, either claim it otherwise may submit the matter have for resolution in accordance with Article 22special or consequential damages.

Landlord Default. If Landlord fails to perform or observe any of the terms, covenants or conditions contained in this Lease on Landlord's part to be performed or observed within thirty ( 30 ) days after written notice of default from Tenant or, when more than thirty ( 30 ) days shall be required because of the nature of the default, if Landlord shall fail to commence to cure such default within thirty ( 30 ) days after written notice thereof from Tenant, and thereafter diligently pursue such cure to completion, said failure shall constitute a default by Landlord under this Lease . If the Premises or any part thereof, or any interest of Landlord in this Lease or the rent due hereunder, are at any time subject to any mortgage and if Tenant is given notice of the name and address of the mortgagee, then prior to exercising its remedies under this Lease, Tenant shall give written notice of any Landlord's default to such mortgagee, concurrently with providing notice to Landlord, specifying the default in reasonable detail, and affording such mortgagee the right to perform on behalf of Landlord within thirty ( 30 ) days after written notice of Xxxxxxxx's default from Tenant or, when more than thirty ( 30 ) days shall be required because of the nature of the default, within such longer period as shall be reasonable under the circumstances after written notice of Xxxxxxxx's default from Tenant . If such mortgagee does perform on behalf of Landlord, such default shall be deemed cured and Tenant shall have no further remedies with respect thereto . Tenant hereby waives the right to terminate this Lease for Landlord's defaults, Xxxxxx's remedies being limited to the right to seek damages or specific performance . In the event Tenant makes any claim or observance asserts any cause of action against Landlord : (a) Tenant's sole and exclusive remedy shall be against the current rents Landlord receives from Landlord's operation of the Shopping Center, net of all current operating expenses, liabilities, reserves and debt service associated with said operation ("Net Income" for purposes of this Section only), and subject to the rights of Landlord's mortgagees ; (b) no real, personal or mixed property of Landlord shall be subject to levy on any judgment obtained against Landlord, (c) if such Net Income is insufficient to satisfy any judgment, Tenant will not institute any further action, suit, claim or demand, in law or in equity, against Landlord for or on the account of its covenants such deficiency, and (d) Tenant shall have no right to perform or obligations cure any such alleged defaults of Landlord at Landlord's expense . The limitations set forth in this Agreement Section shall be enforceable by Landlord and/or by any member, partner, trustee, officer, employee, agent or any obligation property manager of LandlordLandlord . SECTION 15 - QUIET POSSESSION Landlord agrees that Tenant, if anyupon paying the rent and performing the covenants and conditions of this Lease, under any agreement affecting shall quietly have, hold and enjoy the Leased Property, Premises during the performance of which is not Tenant’s obligation pursuant to this Agreement, Term and any such default shall continue for a period of thirty (30) days after Notice thereof from Tenant to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same andextension thereof, subject to the provisions of this Lease and to all mortgages, deeds of trust, ground or underlying leases, zoning laws, restrictive covenants, easements, rights - of - ways, agreements and encumbrances to which this Lease is or may become subordinate . SECTION 16 - ATTORNEYS' FEES In the following paragraphevent that either Landlord or Tenant shall institute any action or proceeding against the other relating to the provisions of this Lease, invoice or any default hereunder, the unsuccessful party in such action or proceeding agrees to pay to the successful party all attorneys' fees and costs incurred therein by the successful party . Likewise, Landlord for costs and expenses (including shall be entitled to all reasonable attorneys’ ' fees incurred in the preparation and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence service of any Landlord Default and Landlordnotice or demand hereunder, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereofwhether or not a legal action is subsequently commenced . If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.SECTION 17 - EMINENT DOMAIN 17.1

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

Landlord Default. If In the event Landlord shall default in the performance should neglect or observance of fail to perform or observe any of its covenants the covenants, provisions or obligations set forth conditions contained in this Agreement Lease on its part to be performed or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreementobserved, and any such default shall continue failure continues for a period of thirty (30) days after Notice thereof from written notice of default (or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to commence the curing of such default within such thirty (30) day period and proceed diligently thereafter), then Landlord shall be responsible to Tenant for any actual damages sustained by Tenant as a result of Landlord's breach, but not special or consequential damages. Should Tenant give written notice to Landlord and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the sameany default, Tenant shall give similar notice to the holder of any mortgages or deeds of trust against the Building or the lessor of any ground lease, and prior to any cancellation of this Lease, the holder of such mortgage or deed of trust and/or the lessor under such ground lease shall be given a reasonable period of time to correct or remedy such default. If and when such holder of such mortgage or deed of trust and/or the lessor under any such ground lease has made performance on behalf of Landlord, the default of Landlord shall be deemed cured. Notwithstanding any other provisions in this Lease, any claim which Tenant may declare have against Landlord for failure to perform or observe any of the covenants, provisions or conditions contained in this Lease shall be deemed waived unless such claim is asserted by written notice thereof to Landlord within ten (10) days of commencement of the alleged default or occurrence of the cause of action and unless suit be brought thereon within six (6) months subsequent to the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions cause of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rateaction. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no rightLease, for any such default, to offset or counterclaim against any Rent or other charges due hereunderexcept as expressly provided elsewhere in this Lease. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.EXHIBIT 10.1 - continued

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

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

Landlord Default. If In the event that Landlord shall default in the performance or observance of any of its covenants or obligations set forth in this Agreement or fail to perform any obligation of LandlordLandlord to be performed under this Lease, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, sole and exclusive remedies for any such default failure shall continue be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a period lien upon the property of thirty (30) days after Notice thereof from Tenant Landlord and/or upon rental due to Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and any applicable Facility Mortgagee, or such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” by a second Notice to Landlord and to such Facility Mortgagee. Thereafter, Tenant may forthwith cure the same and, subject to the provisions of the following paragraph, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paid, at the Overdue Rate. Tenant shall have no right to terminate this Agreement for any default by Landlord hereunder and no right, for pursue any such defaultclaim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant, setting forth, in reasonable detail, the basis therefor, no Landlord Default shall be deemed to have occurred and Landlord shall thereafter have no failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation with respect thereto until final adverse determination thereof. If Tenant and is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall failhave failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion within sixty (60) days). In the event Landlord’s failure to perform an obligation of Landlord to be performed under this Lease materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, in good faith, Landlord shall commence to resolve any cure such dispute default within ten (10) business days following receipt of written notice from Tenant of such default, and in the event of an emergency, shall commence to cure such default within twenty-four (24) hours following receipt of written notice from Tenant of such default, and shall diligently pursue the curing thereof to completion. Unless and until Landlord shall have so failed to so cure any such failure after Landlordsuch notice, Tenant shall not have any remedy or cause of action by reason thereof. Except as expressly set forth in this Lease, in no event shall Tenant have the right to terminate the Lease nor shall Tenant’s Notice obligation to pay Base Rent or other charges under this Lease xxxxx based upon any default by Landlord of dispute, either may submit its obligations under the matter for resolution in accordance with Article 22Lease.

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

Landlord Default. If Landlord fails to perform its obligations under this Lease, Landlord shall not be in default in the performance or observance of any of its covenants or unless Landlord fails to perform such obligations set forth in this Agreement or any obligation of Landlord, if any, under any agreement affecting the Leased Property, the performance of which is not Tenant’s obligation pursuant to this Agreement, and any such default shall continue for a period of within thirty (30) days after Notice thereof from notice by Tenant to Landlord specifying the nature of the obligations Landlord has failed to perform; provided, however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. If Landlord is unable to fulfill or is delayed in fulfilling any applicable Facility Mortgageeof Landlord’s obligations under this Lease by reason of floods, earthquakes, lightning, or any other acts of God, accidents, breakage, repairs, strikes, lockouts, other labor disputes, inability to obtain utilities or materials, or by any other reason beyond Landlord’s reasonable control, or if Landlord enters the Premises or makes any Alterations to the Premises, the Building or any portion thereof pursuant to this Lease, then no such additional period as may be reasonably required to correct the same, Tenant may declare the occurrence of a “Landlord Default” inability or delay by a second Notice to Landlord and no such entry or work by Landlord shall constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to such Facility Mortgageeany abatement or diminution of Rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents. ThereafterThis Lease shall be construed as though the covenants herein between Landlord and Tenant are independent, and Tenant may forthwith cure the same andshall not be entitled to any setoff, subject offset, abatement or deduction of Rent or other amounts due Landlord hereunder if Landlord fails to perform its obligations hereunder. Notwithstanding any provision of this Lease to the provisions of the following paragraphcontrary, invoice Landlord for costs and expenses (including reasonable attorneys’ fees and court costs) incurred by Tenant in curing the same, together with interest thereon (to the extent permitted by law) from the date Landlord receives Tenant’s invoice until paidsole remedy for a default of this Lease by Landlord shall be an action for damages, at the Overdue Rate. injunction or specific performance; Tenant shall have no right to terminate this Agreement for Lease on account of any breach or default by Landlord hereunder Landlord. LANDLORD: EW BETHESDA OFFICE INVESTORS, LLC, a Delaware limited liability company By: UBS Realty Investors LLC, a Massachusetts limited liability company, its Manager By: /s/ SXXXXX XXXXXXXX TENANT: SUCAMPO PHARMACEUTICAL, INC., a Delaware corporation By: /s/ SXXXXXX XXXX Print Name: Sxxxxxx Xxxx, Ph.D. Its: President and no right, for any such default, to offset or counterclaim against any Rent or other charges due hereunder. If Landlord shall in good faith dispute the occurrence of any Landlord Default and Landlord, before the expiration Chair of the applicable cure periodBoard EXHIBIT A DIAGRAM OF THE PREMISES A EXHIBIT B TENANT IMPROVEMENTS Lease between EW BETHESDA OFFICE INVESTORS, shall give Notice thereof LLC, as Landlord and SUCAMPO PHARMACEUTICALS, INC., as Tenant WORK LETTER Tenant agrees to Tenantaccept the Premises in its “as is” condition, setting forth, in reasonable detail, as of the basis therefor, no Landlord Default shall be deemed Commencement Date subject to have occurred and Landlord shall have no obligation with respect thereto until final adverse determination thereof. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute within ten (10) days after Landlord’s Notice of dispute, either may submit the matter for resolution in accordance with Article 22.following:

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

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