Common use of Offset Rights Clause in Contracts

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender Holder maintains a right of offset pursuant to the terms of the Investor Notes Secured Purchaser Note that, under certain circumstances, permits Lender Holder to deduct amounts owed by Borrower Company under this Note Debenture from amounts otherwise owed by Lender Holder under the Investor Notes Secured Purchaser Note (the “Lender Holder Offset Right”), and (b) at any time Borrower the parties hereto acknowledge and agree that the Company shall be entitled to deduct and offset any amount owing by the initial Lender Holder under the Investor Notes Secured Purchaser Note from any amount owed by Borrower the Company under this Note Debenture, including in connection with the issuance of Common Stock by the Company to the Holder pursuant to a conversion effected pursuant to Section 4(a) hereof, Amortization Payment or any other issuance of Common Stock as provided in the Transaction Documents (the “Borrower Company Offset Right”). In order to exercise the Borrower Holder Offset Right or the Company Offset Right, Borrower respectively, the offsetting party must deliver to Lender the other party (ai) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DA, and (bii) in connection with the exercise of a Company Offset Right, the original Investor Purchaser Note being offset marked “cancelled” or, in the event the applicable Investor Purchaser Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00Holder. In the event that BorrowerCompany’s exercise of the Borrower Company Offset Right results in the full satisfaction of BorrowerCompany’s obligations under this NoteDebenture, Lender Holder shall return the original Note Debenture to Borrower Company marked “cancelled” or, in the event this Note Debenture has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to BorrowerCompany. For The Holder, any assignee, and the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions Company by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, the unpaid and unconverted principal amount of this Debenture or the principal balance of the Secured Purchaser Note that are satisfied by way of a Borrower Offset Rightmay be less than the amount stated on the face hereof.

Offset Rights. Notwithstanding anything To the extent that Landlord fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in any accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, as amended hereby, Tenant may, after Landlord’s failure to pay such amounts within five (5) business days after ▇▇▇▇▇▇’s delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, as amended hereby, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset RightAllowance Dispute Notice”), and (bii) at pays any time Borrower amounts not in dispute, Tenant shall be entitled have no right to deduct and offset any amount owing by amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orforegoing, in the event Tenant institutes legal action as provided herein and is adjudged the applicable Investor Note has been lostprevailing party in such action, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in Landlord shall pay the amount of $250.00. In such award, including interest at the event that Borrower’s exercise Interest Rate, and if Landlord fails to pay, Tenant shall be entitled, automatically, to offset the amount of such award against the Base Rent next coming due under the Lease, as amended hereby, including interest at the Interest Rate from the due date until the date of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” orRent offset. Further, in the event this Note has been lostTenant is adjudged the prevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord’s failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in “Landlord Caused Delay” under Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything To the extent that Landlord fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in any accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, Tenant may, after Landlord’s failure to pay such amounts within five (5) business days after Tenant’s delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset RightAllowance Dispute Notice”), and (bii) at pays any time Borrower amounts not in dispute, Tenant shall be entitled have no right to deduct and offset any amount owing by amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orforegoing, in the event Tenant institutes legal action as provided herein and is adjudged the applicable Investor Note has been lostprevailing party in such action, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in Landlord shall pay the amount of $250.00. In such award, including interest at the event that Borrower’s exercise Interest Rate, and if Landlord fails to pay, Tenant shall be entitled, automatically, to offset the amount of such award against the Base Rent next coming due under the Lease, including interest at the Interest Rate from the due date until the date of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” orRent offset. Further, in the event this Note has been lostTenant is adjudged the prevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord’s failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in “Landlord Caused Delay” under Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything To the extent that ▇▇▇▇▇▇▇▇ fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant’s Agents in any accordance with the terms hereof; and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant’s other remedies under the Lease, as amended hereby, Tenant may, after Landlord’s failure to pay such amounts within five (5) business days after ▇▇▇▇▇▇’s delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, as amended hereby, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset RightAllowance Dispute Notice”), and (bii) pays any amounts not in dispute, Tenant shall have no right to offset any amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the foregoing in the event Tenant institutes legal action as provided herein and is adjudged the prevailing party in such action, Landlord shall pay the amount of such award, including interest at any time Borrower the Interest Rate, and if Landlord fails to pay, Tenant shall be entitled entitled, automatically, to deduct and offset any the amount owing by of such award against the initial Lender Base Rent next coming due under the Investor Notes Lease, as amended hereby, including interest at the Interest Rate from any amount owed by Borrower under this Note (the “Borrower Offset Right”)due date until the date of the Rent offset. In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orFurther, in the event Tenant is adjudged the applicable Investor Note has been lostprevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord’s failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations “Landlord Caused Delay” under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender ▇▇▇▇▇▇ maintains a right of offset pursuant to the terms of the Investor Notes Note that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Note (the “Lender Offset Right”), and (b) in the event of the occurrence of any Investor Note Default (as defined in the Investor Note), or at any time other time, Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (ai) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit Dnotice, and (bii) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower▇▇▇▇▇▇▇▇’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender ▇▇▇▇▇▇ shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower ▇▇▇▇▇▇▇▇ shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes Note that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Note (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DC, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes and the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes and the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes and the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 10 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that BorrowerLandlord shall fail to make a payment to Tenant within thirty (30) days after such payment is due and payable pursuant to Paragraph ‎15(a) or Paragraph ‎16, Tenant may deliver a notice of ▇▇▇▇▇▇▇▇’s exercise failure to pay (a “Potential Allowance Payment Default”). If such failure continues for thirty (30) days after delivery of such notice to Landlord, Tenant may give Landlord a second written notice specifying the nature of the Borrower Offset Right results Potential Allowance Payment Default and containing the following phrase on the first page of such notice in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked all capital letters and bold face type (or such notice will not be deemed validly given): “cancelledLANDLORD’S FAILURE TO PAY THE AMOUNT OF THE ALLOWANCE DESCRIBED IN THIS NOTICE WITHIN TEN (10) DAYS WILL ENTITLE TENANT TO OFFSET SUCH AMOUNT AGAINST BASE RENT NEXT COMING DUE WITHOUT FURTHER NOTICE.” or, in the event this Note has been lost, stolen or destroyed, At any time after Tenant delivers a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof notice with respect to any portions a Potential Allowance Payment Default and before Tenant actually offsets such amount against Base Rent after compliance with the terms of this Note that are satisfied Paragraph ‎17, Landlord will have the right, by way notice delivered to Tenant, to contest, in good faith, the applicable Potential Allowance Payment Default (a “Landlord Allowance Contest”). If Landlord does not make such payment within ten (10) days after receipt of such second notice from Tenant and does not deliver notice of a Borrower Offset RightLandlord Allowance Contest, then Tenant shall have the right to offset against Base Rent that portion of the Allowance that was remaining to be paid by Landlord, plus interest on the outstanding amount thereof at lesser of (i) eight percent (8%) per annum or (ii) an annual rate equal to the maximum rate of interest permitted by applicable Laws, from the date when such portion of the Allowance was due through and including the date such portion of the Allowance is recovered by ▇▇▇▇▇▇’s offset against the Base Rent then due and thereafter coming due under the Lease. Notwithstanding the foregoing, if Landlord delivers a notice of a Landlord Allowance Contest, then Tenant will not exercise the offset rights described above unless and until the Landlord Allowance Contest is resolved and Landlord does not pay the unpaid portion of the Allowance within five (5) business days after such resolution of the applicable Landlord Allowance Contest.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender Holder maintains a right of offset pursuant to the terms of the Investor Notes Secured Purchaser Note that, under certain circumstances, permits Lender Holder to deduct amounts owed by Borrower Company under this Note Debenture from amounts otherwise owed by Lender Holder under the Investor Notes Secured Purchaser Note (the “Lender Holder Offset Right”), and (b) at any time Borrower the parties hereto acknowledge and agree that the Company shall be entitled to deduct and offset any amount owing by the initial Lender Holder under the Investor Notes Secured Purchaser Note from any amount owed by Borrower the Company under this Note Debenture, including in connection with the issuance of Common Stock by the Company to the Holder pursuant to a conversion effected pursuant to Section 4(a) hereof, or any other issuance of Common Stock as provided in the Transaction Documents (the “Borrower Company Offset Right”). In order to exercise the Borrower Holder Offset Right or the Company Offset Right, Borrower respectively, the offsetting party must deliver to Lender the other party (ai) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DA, and (bii) in connection with the exercise of a Company Offset Right, the original Investor Purchaser Note being offset marked “cancelled” or, in the event the applicable Investor Purchaser Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00Holder. In the event that BorrowerCompany’s exercise of the Borrower Company Offset Right results in the full satisfaction of BorrowerCompany’s obligations under this NoteDebenture, Lender Holder shall return the original Note Debenture to Borrower Company marked “cancelled” or, in the event this Note Debenture has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to BorrowerCompany. For The Holder, any assignee, and the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions Company by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of this paragraph, the unpaid and unconverted principal amount of this Debenture or the principal balance of the Secured Purchaser Note that are satisfied by way of a Borrower Offset Rightmay be less than the amount stated on the face hereof.

Offset Rights. Notwithstanding anything To the extent that Landlord fails to pay from the contrary herein or Tenant Improvement Allowance amounts due to Contractor, Architects, Engineers and Tenant's Agents in any accordance with the terms hereof, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant's other remedies under the Lease, Tenant may, after Landlord's failure to pay such amounts within five (5) business days after Tenant's delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay same and deduct the amount thereof from the Rent next due and owning under the Lease, including interest at the Interest Rate from the due date until the date of the other Transaction DocumentsRent offset. Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (ai) the parties hereto acknowledge delivers notice to Tenant that it reasonably and agree that Lender maintains a right of offset pursuant to the terms in good faith disputes any portion of the Investor Notes that, under certain circumstances, permits Lender amounts claimed to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes be due (the “Lender Offset Right”"Allowance Dispute Notice"), and (bii) at pays any time Borrower amounts not in dispute, Tenant shall be entitled have no right to deduct and offset any amount owing by amounts against rent, but may institute legal action to recover such amounts from Landlord. Notwithstanding of the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” orforegoing, in the event Tenant institutes legal action as provided herein and is adjudged the applicable Investor Note has been lostprevailing party in such action, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in Landlord shall pay the amount of $250.00. In such award, including interest at the event that Borrower’s exercise Interest Rate, and if Landlord fails to pay, Tenant shall be entitled, automatically, to offset the amount of such award against the Base Rent next coming due under the Lease, including interest at the Interest Rate from the due date until the date of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” orRent offset. Further, in the event this Note has been lostTenant is adjudged the prevailing party, stolen or destroyed, any delay actually caused to Tenant as a lost note affidavit in result of Landlord's failure to pay the disputed amount shall be deemed to be a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in "Landlord Caused Delay" under Section 1 hereof with respect to any portions 5 of this Note that are satisfied by way of a Borrower Offset RightTenant Work Letter.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes Note that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Note (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes Note from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit DA, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. B. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 1.1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right. For the further avoidance of doubt, in the event Borrower exercises the Borrower Offset Right, all principal and interest accrued on the applicable Investor Note or Notes being offset shall be offset against the Outstanding Balance of this Note, and the corresponding OID and interest accrued thereunder shall also be offset against the Outstanding Balance of this Note such that it shall be as if the applicable Investor Note or Notes were never included as part of the Transaction Documents. For illustration purposes, if after the first year, Borrower exercised the Borrower Offset Right with respect to Investor Note #1, the initial principal balance of $250,000.00 of such Investor Note plus all interest accrued on such Investor Note plus the $25,000.00 OID attributable to such Investor Note plus all interest accrued on the $25,000.00 portion of the OID shall all be offset against and used to reduce the Outstanding Balance of this Note.

Offset Rights. Notwithstanding anything (a) Each Guarantor agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, to the contrary herein fullest extent not prohibited by applicable law, each Lender shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default to offset balances held by it for the account of any Guarantor at any of its offices, in Dollars or in any other currency, against any obligations of Guarantors hereunder or under any other Loan Document, which is not paid when due, in which case it shall promptly notify the other Transaction Documentsaffected Guarantor and Agent thereof, (a) provided that such Lender’s failure to give such notice shall not affect the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and validity thereof. (b) at If a Lender shall obtain payment of any obligation then due hereunder or under any other Loan Document to such Lender, through the exercise of any right of set-off, banker’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made by, or other obligations under the Loan Documents of, the other Lenders in such amounts, and make such other adjustments from time Borrower to time as shall be entitled equitable to deduct and offset the end that all the Lenders shall share the benefit of such payment (net of any amount owing expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with their respective Commitment Percentages. To such end all the Lenders shall make appropriate adjustments among themselves (by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower resale of participations sold or otherwise) if such payment is rescinded or must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and otherwise be restored. (c) Guarantors agree, that any Lender so purchasing a check payable participation in the Loans made by, or other obligations under the Loan Documents of, other Lenders may to the fullest extent it may effectively do so under applicable law, exercise all rights of set-off, bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of such Loans or other obligations in the amount of $250.00such participation. In Nothing contained herein shall require any Lender to exercise any such right or shall affect the event that Borrower’s exercise right of any Lender to exercise, and retain the Borrower Offset Right results in the full satisfaction benefits of Borrower’s obligations under this Noteexercising, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof such right with respect to any portions other Indebtedness of this Note that are satisfied by way of a Borrower Offset RightGuarantors.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender maintains a right of offset pursuant to the terms of the Secured Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Secured Investor Notes (the “"Lender Offset Right”"), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Secured Investor Notes from any amount owed by Borrower under this Note (the “"Borrower Offset Right”"). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Secured Investor Note being offset marked “"cancelled” " or, in the event the applicable Secured Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that Borrower’s 's exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s 's obligations under this Note, Lender shall return the original Note to Borrower marked “"cancelled” " or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) the parties hereto acknowledge and agree that Lender L▇▇▇▇▇ maintains a right of offset pursuant to the terms of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes (the “Lender Offset Right”), and (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under this Note (the “Borrower Offset Right”). In order to exercise the Borrower Offset Right, Borrower must deliver to Lender (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In the event that BorrowerB▇▇▇▇▇▇▇’s exercise of the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender L▇▇▇▇▇ shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower B▇▇▇▇▇▇▇ shall not incur any Prepayment Premium set forth in Section 1 10 hereof with respect to any portions of this Note that are satisfied by way of a Borrower Offset Right.

Offset Rights. Notwithstanding anything to the contrary herein or in any of the other Transaction Documents, (a) If while this Note is outstanding the parties hereto acknowledge Post-Closing Adjustment is a negative number and agree that Lender maintains a right of offset the Purchase Price Adjustment Escrow Fund is insufficient to cover the entire amount payable by Sellers to Buyer pursuant to the terms Section 2.06(d)(i) of the Investor Notes that, under certain circumstances, permits Lender to deduct amounts owed by Borrower under this Note from amounts otherwise owed by Lender under the Investor Notes Agreement (the amount of such deficiency, the “Lender Offset RightAdjustment Escrow Fund Deficiency Amount”), the then-outstanding principal amount of this Note shall be automatically debited, reduced and offset by an amount equal to the Adjustment Escrow Fund Deficiency Amount (but not below zero) by written notice to Payee (less any interest that accrued on such Adjustment Escrow Fund Deficiency Amount from the date of issuance of this Note through and including the date on which such automatic debit, reduction and offset occurs). For clarification purposes, the foregoing shall not relieve Payee (or Sellers’ if Sellers are not Payee) of Payee (or Sellers’ if Sellers are not Payee) obligation to pay the remaining amount of the Post Closing Adjustment (if any) pursuant to Section 2.06(d)(i) of the Agreement unless Maker or any of its Affiliates (as defined in the Agreement) exercise its right pursuant to this Section 9. (b) at any time Borrower shall be entitled to deduct and offset any amount owing by the initial Lender under the Investor Notes from any amount owed by Borrower under If while this Note is outstanding Sellers shall become liable for Losses under Article VIII of the Agreement, subject to the limitations, adjustments, procedures (the “Borrower Offset Right”). In including any procedures regarding order to exercise the Borrower Offset Right, Borrower must deliver to Lender of recovery) and provisions set forth therein (a) a completed and signed Borrower Offset Right Notice in the form attached hereto as Exhibit D, (b) the original Investor Note being offset marked “cancelled” or, in the event the applicable Investor Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Lender, and (c) a check payable to Lender in the amount of $250.00. In such Losses, the event that Borrower’s exercise of “Loss Amount”), the Borrower Offset Right results in the full satisfaction of Borrower’s obligations under this Note, Lender shall return the original Note to Borrower marked “cancelled” or, in the event this Note has been lost, stolen or destroyed, a lost note affidavit in a form reasonably acceptable to Borrower. For the avoidance of doubt, Borrower shall not incur any Prepayment Premium set forth in Section 1 hereof with respect to any portions then-outstanding principal amount of this Note shall be automatically debited, reduced and offset by an amount equal to the Loss Amount (but not below zero) by written notice to Payee (less any interest that accrued on such Loss Amount from the date of issuance of this Note through and including the date on which such automatic debit, reduction and offset occurs). For clarification purposes, the foregoing shall not relieve Payee (or Sellers’ if Sellers are satisfied by way not Payee) of a Borrower Offset RightPayee (or Sellers’ if Sellers are not Payee) obligation to pay the remaining amount of the Post Closing Adjustment (if any) pursuant to Section 2.06(d)(i) of the Agreement unless Maker or any of its Affiliates (as defined in the Agreement) exercise its right pursuant to this Section 9.