LANDLORD'S INTERESTS HEREUNDER, OR ANY OTHER ACTION OR
OMISSION BY LANDLORD SHALL BE CONSTRUED AS AN ELECTION BY LANDLORD TO TERMINATE
THIS LEASE OR TENANT'S RIGHT TO POSSESSION, OR TO ACCEPT A SURRENDER OF THE
46
PREMISES, NOR SHALL SAME OPERATE TO RELEASE TENANT IN WHOLE OR IN PART FROM ANY
OF TENANT'S OBLIGATIONS HEREUNDER, UNLESS EXPRESS WRITTEN NOTICE OF SUCH
INTENTION IS SENT BY LANDLORD TO TENANT.
TENANT HEREBY IRREVOCABLY WAIVES ANY
RIGHT OTHERWISE AVAILABLE UNDER ANY LAW TO REDEEM OR REINSTATE THIS LEASE.
19.6
LANDLORD DEFAULT.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY SET FORTH IN THIS LEASE, LANDLORD SHALL BE IN DEFAULT IN THE
PERFORMANCE OF THE OBLIGATIONS REQUIRED TO BE PERFORMED BY LANDLORD PURSUANT TO
THIS LEASE (I) IF LANDLORD FAILS TO TIMELY FULFILL ITS OBLIGATION TO FUND ANY
PORTION OF THE IMPROVEMENT ALLOWANCE PURSUANT TO THE TERMS SET FORTH IN THE
TENANT WORK LETTER OR IN THE FIRST AMENDMENT WORK LETTER (WHICH IS TO BE
ATTACHED TO THE FIRST AMENDMENT TO AMENDED AND RESTATED OFFICE LEASE), BUT ONLY
TO THE EXTENT LANDLORD DOES NOT (A) SUBSEQUENTLY CURE SUCH FAILURE WITHIN TWENTY
(20) BUSINESS DAYS FOLLOWING ITS RECEIPT OF WRITTEN NOTICE OF SUCH FAILURE FROM
TENANT (A "PAYMENT FAILURE NOTICE"), OR (B) DELIVER NOTICE (A "REFUSAL NOTICE")
TO TENANT WITHIN SUCH TWENTY (20) BUSINESS DAY PERIOD EXPLAINING (WITH
REASONABLE SPECIFICITY) LANDLORD'S REASONS SUPPORTING LANDLORD'S POSITION THAT
THE AMOUNTS DESCRIBED IN THE PAYMENT FAILURE NOTICE ARE NOT, IN FACT, THEN DUE
AND PAYABLE BY LANDLORD (IN WHICH CASE LANDLORD SHALL PROMPTLY FUND THE AMOUNT
OF THE IMPROVEMENT ALLOWANCE, IF ANY, THAT LANDLORD DOES NOT CONTEST IS THEN DUE
AND PAYABLE BY LANDLORD), OR (II) IF LANDLORD FAILS TO PERFORM ANY OTHER SUCH
OBLIGATION WITHIN THIRTY (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 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.
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.
ANY AWARD FROM A COURT OR ARBITRATOR IN FAVOR OF TENANT
REQUIRING PAYMENT BY LANDLORD WHICH IS NOT PAID BY LANDLORD WITHIN THE TIME
PERIOD DIRECTED BY SUCH AWARD, MAY BE OFFSET BY TENANT FROM RENT NEXT DUE AND
PAYABLE UNDER THIS LEASE; PROVIDED, HOWEVER, TENANT MAY NOT DEDUCT THE AMOUNT OF
THE AWARD AGAINST MORE THAN FIFTY PERCENT (50%) OF BASE RENT NEXT DUE AND OWING
(UNTIL SUCH TIME AS THE ENTIRE AMOUNT OF SUCH JUDGMENT IS DEDUCTED).
ARTICLE 20
COVENANT OF QUIET ENJOYMENT
Landlord covenants that Tenant, on paying the Rent, charges for services and
other payments herein reserved and on keeping, observing and performing all the
other TCCs, provisions and