AND/OR MAINTENANCE WITHIN A REASONABLE PERIOD OF TIME,
GIVEN THE CIRCUMSTANCES, AFTER RECEIPT OF SUCH NOTICE, BUT IN ANY EVENT NOT
LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF SUCH NOTICE (OR SUCH LONGER TIME AS
IS REASONABLY NECESSARY IF MORE THAN THIRTY (30) DAYS ARE REASONABLY REQUIRED TO
COMPLETE SUCH REPAIRS AND LANDLORD COMMENCES SUCH REPAIRS WITHIN SUCH 30-DAY
PERIOD AND THEREAFTER DILIGENTLY ATTEMPTS TO COMPLETE SAME, PROVIDED THAT IN
CASES OF EMERGENCY INVOLVING IMMINENT THREAT OF SERIOUS INJURY OR DAMAGE TO
PERSONS OR PROPERTY WITHIN THE PREMISES OR THE FAILURE OF ANY ESSENTIAL SERVICES
WHICH LANDLORD IS REQUIRED TO PROVIDE TO THE PREMISES PURSUANT TO THIS LEASE AND
WHICH MATERIALLY INTERFERES WITH TENANT'S OPERATION OF ITS BUSINESS IN THE
PREMISES, LANDLORD SHALL HAVE ONLY ONE (1) BUSINESS DAY AFTER RECEIPT OF SUCH
NOTICE OR SUCH LATER PERIOD OF TIME AS IS REASONABLY NECESSARY TO COMMENCE SUCH
32
CORRECTIVE ACTION), THEN TENANT MAY PROCEED TO UNDERTAKE SUCH REPAIRS AND/OR
MAINTENANCE UPON DELIVERY OF AN ADDITIONAL THREE (3) BUSINESS DAYS' NOTICE TO
LANDLORD THAT TENANT IS TAKING SUCH REQUIRED ACTION.
IF SUCH REPAIRS AND/OR
MAINTENANCE WERE REQUIRED UNDER THE TERMS OF THIS LEASE TO BE PERFORMED BY
LANDLORD AND ARE NOT PERFORMED BY LANDLORD PRIOR TO THE EXPIRATION OF SUCH
5-BUSINESS DAY PERIOD (THE "OUTSIDE REPAIR PERIOD"), THEN TENANT SHALL BE
ENTITLED TO REIMBURSEMENT BY LANDLORD OF TENANT'S ACTUAL, REASONABLE, AND
DOCUMENTED COSTS AND EXPENSES IN PERFORMING SUCH MAINTENANCE AND/OR REPAIRS.
SUCH REIMBURSEMENT SHALL BE MADE WITHIN THIRTY (30) DAYS AFTER LANDLORD'S
RECEIPT OF INVOICE OF SUCH COSTS AND EXPENSES, AND IF LANDLORD FAILS TO SO
REIMBURSE TENANT WITHIN SUCH 30-DAY PERIOD, THEN TENANT SHALL BE ENTITLED TO
OFFSET AGAINST THE RENT PAYABLE BY TENANT UNDER THIS LEASE THE AMOUNT OF SUCH
INVOICE TOGETHER WITH INTEREST THEREON, AT THE INTEREST RATE, WHICH SHALL HAVE
ACCRUED ON THE AMOUNT OF SUCH INVOICE DURING THE PERIOD FROM AND AFTER TENANT'S
DELIVERY OF SUCH INVOICE TO LANDLORD THROUGH AND INCLUDING THE EARLIER OF THE
DATE LANDLORD DELIVERS THE PAYMENT TO TENANT OR THE DATE TENANT OFFSETS SUCH
AMOUNT AGAINST THE RENT; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE FOREGOING
TO THE CONTRARY, IF (I) LANDLORD DELIVERS TO TENANT PRIOR TO THE EXPIRATION OF
THE OUTSIDE REPAIR PERIOD DESCRIBED ABOVE, A WRITTEN OBJECTION TO TENANT'S RIGHT
TO RECEIVE ANY SUCH REIMBURSEMENT BASED UPON LANDLORD'S GOOD FAITH CLAIM THAT
SUCH ACTION DID NOT HAVE TO BE TAKEN BY LANDLORD PURSUANT TO THE TERMS OF THIS
LEASE, OR (II) LANDLORD DELIVERS TO TENANT, WITHIN THIRTY (30) DAYS AFTER
RECEIPT OF TENANT'S INVOICE, A WRITTEN OBJECTION TO THE PAYMENT OF SUCH INVOICE
BASED UPON LANDLORD'S GOOD FAITH CLAIM THAT SUCH CHARGES ARE EXCESSIVE (IN WHICH
CASE, LANDLORD SHALL REIMBURSE TENANT, WITHIN SUCH 30-DAY PERIOD, THE AMOUNT
LANDLORD CONTENDS WOULD NOT BE EXCESSIVE), THEN TENANT SHALL NOT BE ENTITLED TO
SUCH REIMBURSEMENT OR OFFSET AGAINST RENT, BUT TENANT, AS ITS SOLE REMEDY, MAY
PROCEED TO INSTITUTE ARBITRATION PURSUANT TO SECTION 26.32 BELOW TO DETERMINE
AND COLLECT THE AMOUNT, IF