Common use of Abatement of Rent Clause in Contracts

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent Basic Rent, Tenant’s Percentage of Direct Expenses, and Tenant’s Share of Direct Expenses obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Basic Rent and Tenant’s Share Percentage of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 23 or 13 24 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 23 or 1324, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Basic Rent and Tenant’s Share Percentage of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.225.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, using the Premises or any material portion thereof, thereof (meaning that Tenant is unable to use that portion of the Premises in the normal course of its business) as a result of (i) any repair, maintenance or alteration negligently performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and as required by this Lease, which substantially interferes with Tenant’s use of the Premises, ; or (ii) any failure the presence of, or cleanup or remediation activities in connection with, Hazardous Materials brought on the Premises by Landlord to provide services, or a Landlord Party; or (iii) cessation of utilities or access to the Premises required services caused by this Lease to be provided by Landlord Landlord’s negligence or willful misconduct (either any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord written notice of such Abatement Event, and if such Abatement Event continues for five two (52) consecutive business days after Landlord’s receipt such notice, or occurs for ten (10) non-consecutive business days in a twelve (12) month period (in either of any such notice (events, the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses Additional Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from usingusing the Premises, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable floor area of the portion of the Premises that Tenant is prevented from using, and does not useusing (“Unusable Area”), bears to the total rentable floor area of the Premises; provided. If Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of written notice from Tenant, however, in Tenant shall have the event that Tenant is prevented from using, and does not use, a portion right to terminate this Lease during the first ten (10) business days of each calendar month following the Premises for a end of such 180-day period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for until such time as Tenant continues Landlord has cured the Abatement Event, which right may be exercised only by delivery of thirty (30) days’ notice to be so prevented from usingLandlord and Landlord’s Lender (provided such Lender’s name and notice address were previously provided to Tenant) (the “Abatement Event Termination Notice”) during such ten (10) business-day period, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from effective as of a date set forth in the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this LeaseTermination Notice (the “Abatement Event Termination Date”), then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period which Abatement Event Termination Date shall not be applicable theretoless than thirty (30) days, and not more than one (1) year, following the delivery of the Abatement Event Termination Notice. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses Abatement Event Termination Notice shall be Tenant’s sole null and exclusive remedy for rent abatement at law or void (but only in equity for an connection with the first notice sent by Tenant with respect to each separate Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder) if Landlord or Landlord’s Lender(s) cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Premises, and as result thereof it is commercially impractical for Tenant to use all or a period of time in excess portion of the Eligibility Period and remaining Premises (i.e., the remaining portion of the Premises that Tenant is not sufficient actually able to allow Tenant to effectively conduct its business thereinuse), and if Tenant does not conduct its business from such the remaining portionPremises or portion thereof, then for such time after expiration of the Eligibility Period during which it is impractical for Tenant is so prevented from effectively conducting to conduct its business therein, the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the entire Premises extent not utilized by Tenant) shall also be abated for such time as the remaining Premises (or portion thereof) that Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent Base Rent, Tenant’s Share of Direct Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as expressly provided in this Section 19.5.219.5.2 or elsewhere in this Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, or the Supplemental Areas (or Supplemental Equipment) or any portion thereof, as a result of Landlord’s breach of this Lease or the negligence or willful misconduct of Landlord or its contractors, licensees or invitees or casualty or condemnation (i) or any repair, maintenance other event covered by Articles 10 or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by 12 of this Lease, which substantially interferes other than with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access respect to the Premises required by this Lease to be provided by Landlord Supplemental Equipment) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall may give Landlord written notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice written notice, or occurs for seven (7) days (whether or not consecutive) in a three (3) consecutive month period (in either of such events, the “Eligibility Period”), then (a) Rent for the Base Rent and Tenant’s Share of Direct Expenses Premises shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, thereof in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse (“Premises Unusable Area”), bears to the total rentable area of the Premises, and (2) Rent for the Supplemental Areas for which Tenant is required to pay Rent under this Lease, if any, shall be abated after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, such Supplemental Areas, or a portion thereof, in the proportion that the rentable area of the portion of such Supplemental Areas for which Tenant is required to pay Rent and that Tenant is prevented from using, and does not use (“SA Unusable Area”), bears to the total rentable area of such Supplemental Areas for which Tenant is required to pay Rent; provided, however, (i) in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance , and (ii) in the event that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifprevented from using, howeverand does not use, Tenant reoccupies any the SA Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises applicable Supplemental Areas for which Tenant is required to pay Rent under this Lease is not sufficient to allow Tenant to effectively conduct its business or operate its Supplemental Equipment therein, and if Tenant does not conduct its business or operate its Supplemental Equipment from such remaining portion of such Supplemental Areas, then for such time after expiration of the Eligibility Period during such periodwhich Tenant is so prevented from effectively conducting its business or operating its Supplemental Equipment therein, the Rent allocable for such entire affected Supplemental Areas for which Tenant is required to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, pay Rent shall be payable by abated for such time as Tenant continues to be so prevented from the date using, and does not use, such Supplemental Areas for which Tenant reoccupies such portion of the Premisesis required to pay Rent. To the extent an Abatement Event Tenant is caused by entitled to abatement because of an event covered by Articles 11 10 or 13 12 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderapplicable.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereofthereof for the normal conduct of its business, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, or (iii) any “Renovations,” as that term is defined in Section 29.29 of this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i), (ii) or (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice or occurs for five (5) non-consecutive days in any twelve (12) months’ period (provided Landlord is sent a notice pursuant to Section 29.18 of this Lease of each such Abatement Event) (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises for the normal conduct of its business during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement remedy at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, There shall be an abatement of rent by reason of damage to or destruction of the Premises or the Building, or any portion thereof, as a result of to the extent that either (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed received insurance proceeds for loss of rental income attributable to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, Premises or (ii) any failure by Landlord to provide services, utilities or access to the floor area of the Premises required cannot be reasonably used by this Lease Tenant for conduct of its business, in which event the Monthly Rental shall xxxxx proportionately according to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), ) above, as appropriate, commencing on the date that the damage to be known as an “Abatement Event”), then Tenant shall give Landlord notice or destruction of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereofBuilding has occurred, and except that, if Landlord or Tenant elects to terminate this Lease as provided in Subsection B. above, no obligation shall accrue under this Lease after such termination. Notwithstanding the provisions of this Section, if any such damage is due to the fault or neglect of Tenant, any person claiming through or under Tenant, or any of their employees, suppliers, shippers, servants, customers or invitees, then there shall be no abatement of rent by reason of such damage, unless and until Landlord is reimbursed for such abatement pursuant to any rental insurance policy that Landlord may, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from usingits sole discretion, and does not use, bears elect to the total rentable area of the Premises; provided, however, carry. Tenant's right to terminate this Lease in the event that Tenant is prevented from using, and does not use, a portion of any damage or destruction to the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises or Building, is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 this Section and therefore Tenant hereby expressly waives the provisions of any and all laws, whether now or 13, as applicablehereafter in force, and the Eligibility Period shall not whether created by ordinance, statute, judicial decision, administrative rules or regulations, or otherwise, that would cause this Lease to be applicable thereto. Such terminated, or give Tenant a right to xxxxx Base Rent and Tenant’s Share terminate this Lease, upon any damage to or destruction of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law the Premises or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean Building that Tenant is excused from paying Rent due hereunderoccurs.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, If the Premises or any portion thereofthe Building are damaged by fire or other casualty, as a result Basic Rent and Escalation Charges payable by Tenant shall xxxxx proportionately for the period from the date of such fire or other casualty until the earlier of (ia) any repairthe date that Landlord substantially completes Landlord’s Restoration Work (provided, maintenance or alteration performed by that if Landlord would have completed Landlord, or which Landlord ’s Restoration Work at an earlier date but for Tenant having failed to performcooperate with Landlord in effecting such Work or collecting insurance proceeds, after then the Lease Commencement Date Premises shall be deemed to have been repaired and required by this Lease, which substantially interferes with Tenant’s use of restored on such earlier date and the Premisesabatement shall cease), or (iib) the date Tenant or any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant subtenant reoccupies any portion of the Premises during such period, (in which case the Basic Rent and Escalation Charges allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies of such occupancy). Notwithstanding any provision contained in this Lease to the contrary, (i) there shall be no abatement with respect to any portion of the PremisesPremises which has not been rendered untenantable by reason of fire or other casualty and which is accessible, whether or not other portions of the Premises are untenantable, and (ii) any abatement of Basic Rent or Escalation Charges applicable to any portion of the Premises which was rendered untenantable by reason of a casualty shall cease on the earliest of the dates referred to in clauses (a) or (b) of the preceding sentence provided such portion is accessible, whether or not other portions of the Premises remain untenantable. To Landlord’s determination of the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenantdate Landlord’s right Restoration Work to xxxxx rent the Premises shall have been substantially completed shall be governed controlling unless Tenant disputes same by the terms notice to Landlord given within ten (10) Business Days after such determination by Landlord, and pending resolution of such Article 11 or 13dispute, as applicable, and the Eligibility Period Tenant shall not be applicable thereto. Such right to xxxxx Base pay Basic Rent and TenantEscalation Charges in accordance with Landlord’s Share of Direct Expenses determination. If the Premises shall be Tenant’s sole affected by any exercise of the power of eminent domain, Basic Rent and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein Escalation Charges payable by Tenant shall be interpreted justly and equitably abated and reduced according to mean that the nature and extent of the loss of use thereof suffered by Tenant. In no event shall Landlord have any liability for damages to Tenant is excused for inconvenience, annoyance, or interruption of business arising from paying Rent due hereunderany fire or other casualty or eminent domain.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, (iii) any “Renovations,” as that term is defined in Section 29.31 of this Lease, or (iv) damage and destruction under Article 11 of this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i), (ii), (iii) or (iiiv), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (or such shorter period to the extent that any resulting rent abatement on such shorter period is covered by Landlord’s insurance policies) (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies (other than to effectuate repairs or reinstate its FF&E and personal property) any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies (other than to effectuate repairs or reinstate its FF&E and personal property) such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses and Tenant’s obligation to pay for parking shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement EventEvent except for Tenant’s right to terminate this Lease for a Landlord Default or under Articles 11 or 13. Except as provided in this Article 11, Article 13, and Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of If (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed fails to perform, after perform the Lease Commencement Date and obligations required by of Landlord under the TCCs of this Lease, which substantially interferes with (ii) such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant’s use , and (iii) such failure relates to (A) the nonfunctioning of the heat, ventilation, and air conditioning system in the Premises, the electricity in the Premises, the nonfunctioning of the elevator service to the Premises, or (iiB) any a failure by Landlord to provide services, utilities or access to the Premises required by this Lease Premises, Tenant shall give Landlord notice (the “Initial Notice”), specifying such failure to be provided perform by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an the “Abatement Event”), then Tenant shall give . If Landlord notice of such Abatement Event, and if has not cured such Abatement Event continues for five within three (53) consecutive business days after Landlord’s the receipt of any such notice the Initial Notice (the “Eligibility Period”), then Tenant may deliver an additional notice to Landlord (the Base Rent “Additional Notice”), specifying such Abatement Event and Tenant’s Share intention to xxxxx the payment of Direct Expenses shall be abated or reduced, as the case may be, after expiration Rent under this Lease. If Landlord does not cure such Abatement Event within three (3) business days of receipt of the Eligibility Period Additional Notice, Tenant may, upon written notice to Landlord, immediately xxxxx Rent payable under this Lease for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from usingrendered untenantable and not used by Tenant, and does not use, bears for the period beginning on the date three (3) business days after the Initial Notice to the total rentable area earlier of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from date Landlord cures such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from Abatement Event or the date Tenant reoccupies recommences the use of such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an a Abatement Event. Except as provided in this Section 19.5.26.4, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, or the Supplemental Areas (or Supplemental Equipment) or any portion thereof, as a result of Landlord’s breach of this Lease (ior Landlord’s breach of the Master Lease which is not caused by Tenant’s breach of this Lease) or the negligence or willful misconduct of Master Landlord or Landlord or any repairof their respective contractors, maintenance licensees or alteration performed invitees or casualty or condemnation (or any other event covered by Landlord, Articles 10 or which Landlord failed to perform, after the Lease Commencement Date and required by 12 of this Lease, which substantially interferes other than with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access respect to the Premises required by this Lease to be provided by Landlord Supplemental Equipment) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall may give Landlord written notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice written notice, or occurs for seven (7) days (whether or not consecutive) in a three (3) consecutive month period (in either of such events, the “Eligibility Period”), then (a) Rent for the Base Rent and Tenant’s Share of Direct Expenses Premises shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessPremises, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse (“Premises Unusable Area”), bears to the total rentable area of the Premises, and (2) Rent for the Supplemental Areas for which Tenant is required to pay Rent under this Lease, if any, shall be abated after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use, such Supplemental Areas, or a portion thereof, in the proportion that the rentable area of the portion of such Supplemental Areas for which Tenant is required to pay Rent and that Tenant is prevented from using, and does not use (“SA Unusable Area”), bears to the total rentable area of such Supplemental Areas for which Tenant is required to pay Rent; provided, however, (i) in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from Meet Me Room Sublease using, and does not use, the Premises, and (ii) in the event that Tenant is prevented from using, and does not use, the SA Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the applicable Supplemental Areas for which Tenant is required to pay Rent under this Lease is not sufficient to allow Tenant to effectively conduct its business or operate its Supplemental Equipment therein, and if Tenant does not conduct its business or operate its Supplemental Equipment from such remaining portion of such Supplemental Areas, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business or operating its Supplemental Equipment therein, the Rent for such entire affected Supplemental Areas for which Tenant is required to pay Rent shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if such Supplemental Areas for which Tenant is otherwise entitled required to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premisespay Rent. To the extent an Abatement Event Tenant is caused by entitled to abatement because of an event covered by Articles 11 10 or 13 12 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderapplicable.

Abatement of Rent. Notwithstanding anything to the contrary set forth in Section 19.5.1 of this Lease, In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”)) and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its 000 XXX XXXXXXXXXX XXXXXX rental interruption insurance which covers such Abatement Event, then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereofthereof (but subject to the terms of Section 7.2, if applicable), in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In Abatement 7. If the event that Tenant is prevented from using, and does not use, said premises or the Premises said building or any portion thereofpart thereof shall at any time during the said term be destroyed or damaged or become inaccessible owing to fire, water, storm, typhoon, defective construction, white ants, earthquake, subsidence of the ground, act of God, force majeure or any calamity or cause beyond the control of the Landlord or the Tenant and not attributable directly or indirectly to any act or default or neglect or omission of the Tenant his servants agents employees contractors or licensees so as to be rendered unfit for use and occupation or inaccessible and the policy or policies of insurance for such risk effected by the Landlord shall not have been vitiated or payment of the policy moneys refused in whole or in part in consequence of any act or default or neglect or omission of the Tenant or if at any time during the continuance of this Agreement the said premises or the said building shall be condemned as a result dangerous structure or a demolition order or closing order shall become operative in respect of (i) the said premises or the said building the happening of which is not attributable directly or indirectly to any repair, maintenance act or alteration performed by Landlord, default or which Landlord failed neglect or omission of the Tenant his servants agents employees contractors or licensees then the rent hereby reserved or a fair proportion thereof according to perform, the nature and extent of the damage sustained or order made shall after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period then current calendar month be suspended until the said premises or the said building shall have been reinstated or again be rendered accessible and fit for such time that Tenant continues use and occupation PROVIDED THAT the Landlord shall be under no obligation to be repair or reinstate the said premises or the said building if in its opinion it is not reasonably economical or practicable so prevented from using, to do and does PROVIDED FURTHER THAT in circumstances when the whole or substantially the whole of the said premises has been rendered inaccessible or unfit for use and occupation and should the said premises not use for the normal conduct of Tenant’s business, the Premises have been reinstated or a portion thereof, rendered accessible in the proportion that meantime either the rentable area Landlord or the Tenant may at any time after three (3) months from the occurrence of the portion of the Premises that Tenant is prevented from using, and does not use, bears such damage or destruction or order give to the total rentable area other of them notice in writing to determine this Agreement and thereupon the Premises; provided, however, in the event that Tenant is prevented from using, same and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period everything herein contained shall cease and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time void as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms occurrence of such Article 11 damage or 13destruction or order or of the said premises becoming inaccessible or unfit for use and occupation but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of the agreements, as applicablestipulations, terms and conditions herein contained or of the Eligibility Period shall not be applicable thereto. Such right Landlord in respect of the rent or other charges payable hereunder prior to xxxxx Base Rent and Tenant’s Share the occurrence of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law such damage or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderdestruction or order.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Rent Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, each as a direct result of Landlord’s, negligence or willful misconduct or breach of this Lease (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either any such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by of Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement EventEvent (which notice, for the purpose of determining the effective date of delivery, will be deemed given when delivered to the Project’s property management office during regular business hours), and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In If the event that Tenant is prevented from using, and does not use, the Leased Premises or any portion thereof, as a result of (i) any repair, maintenance thereof is damaged or alteration performed destroyed by Landlord, fire or by other casualty against which the Landlord failed is required to perform, after the Lease Commencement Date and required by insure under this Lease, which substantially interferes with Tenant’s use Rent shall xxxxx in proportion to the area of that portion of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Leased Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereofwhich, in the proportion that reasonable opinion of the rentable Landlord, is thereby rendered unfit for the purposes of the Tenant bears to the area of the portion entire Leased Premises (but only to the extent to which the Landlord actually receives proceeds under its loss of rental income insurance) until the Leased Premises are repaired and rebuilt as certified by the Landlord’s Architect and the Landlord agrees that it will, with reasonable diligence, repair and rebuild the Leased Premises, subject to Section 11.02. The Landlord’s obligation to rebuild and restore the Leased Premises shall not include the obligation to rebuild, restore, replace or repair any movable, fixture or Leasehold Improvements or any other thing that is the property of the Premises that Tenant and/or for which the Tenant is prevented from using, and does not use, bears to the total rentable area maintain insurance under paragraph (b) of the Premises; provided, however, Section 9.01 (in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and this Section collectively called “Tenant’s Share of Direct Expenses for Improvements”); the entire Leased Premises shall be abated deemed repaired and rebuilt when the Landlord’s Architect certifies that it has been substantially repaired and rebuilt to the state where the Tenant could occupy it for such time the purpose of rebuilding, restoring, replacing or repairing the Tenant’s Improvements. The issuance of the certificate of the Landlord’s Architect shall not relieve the Landlord of its obligation to complete the repairing and rebuilding as Tenant continues to be so prevented from usingaforesaid, and does not use, but the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area forthwith after issuance of such reoccupied portion of certificate proceed to rebuild, restore, replace and repair the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicableImprovements, and the Eligibility Period provisions of Section 6.03 shall not be applicable thereto. Such right apply to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2such work, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereundermutatis mutandis.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any “Renovations”, as that term is defined in Section 29.29 of this Lease, which substantially interferes with Tenant’s use of the Premises, or (iii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i), (ii) or (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.219.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In Notwithstanding the foregoing or anything in this Lease to the contrary, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for three (3) consecutive business days or ten (10) business days in any twelve (12) month period (the “Eligibility Period”) as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which that substantially interferes with Tenant’s use of the Premises, the parking facility and/or the Building, or (ii) any failure by Landlord to provide services, utilities Tenant with services or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii)Premises, above, to be known as an “Abatement Event”)the Parking Facility and/or the Building, then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however. However, in the event that Tenant is prevented from usingconducting, and does not useconduct, a its business in any portion of the Premises for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifabated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderbusiness operations commence.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, or (iii) any “Renovations,” as that term is defined in Section 29.29 of this Lease to be provided by Landlord (either any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement remedy at law or in equity for an Abatement Event. Except as provided in this Section 19.5.219.5.2 and as otherwise specifically set forth in this Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.. 000 XXXXXXXX XXXXXXXXX

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the applicable Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by of Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement EventEvent (which notice, for the purpose of determining the effective date of delivery, will be deemed given when delivered to the Project’s property management office during regular business hours), and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, each as a direct result of Landlord's, negligence or willful misconduct or breach of this Lease (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either any such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.3, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”)) and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event, then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of of: (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, perform after the Lease Commencement Date and was required by this Lease, Lease to perform (and for which is in the reasonable control of Landlord) and which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord by this Lease and such failure is within the reasonable control of Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “‘‘Abatement Event”), then Tenant shall give Landlord notice of such Abatement EventEvent (“Abatement Event Notice”), and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice Abatement Event Notice (the “Eligibility Period”)) and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after the expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. If Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of the Abatement Event Notice from Tenant, Tenant shall have the right to terminate this Lease by delivery of written notice to Landlord (the “Abatement Event Termination Notice”) no later than ten (10) days following the end of such 180-day period. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses and to terminate this Lease as set forth above shall be Tenant’s sole and exclusive remedy for rent abatement or termination at law or in equity for an Abatement Event. Except as provided in this Section 19.5.219.6, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”)) and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event, then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration to the Common Areas or other portions of the Building performed by Landlord, Landlord (unless the same is required due to the negligence or willful misconduct of Tenant or any of Tenant’s Employees) which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of ability to operate its business from the Premises, or (ii) the unavailability of any failure by Landlord to provide services, utilities or access utility to the Premises required where such unavailability is principally due to the gross negligence or willful misconduct of Landlord or Landlord’s Employees, or (iii) the presence of Hazardous Materials on or about the Project not caused by this Lease to be provided by Landlord the acts or omissions of Tenant or Tenant’s Employees (either any such set of circumstances as set forth in items (i) or ), through (iiiii), above, to be known as an “Abatement Event”), then Then Tenant shall give Landlord prompt notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt the commencement of such Abatement Event or the same Abatement Event occurs ten (10) or more nonconsecutive days in any such notice twelve month period (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses recurrent Additional Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse (“Unusable Area”), bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses recurrent Additional Rent for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses recurrent Additional Rent shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that If Tenant is prevented from using, using (and does not actually use, ) the Premises (or any material portion thereof, ) for more than eight (8) consecutive hours for three (3) or more consecutive business days (the "Eligibility Period") as a result of (i) any repairthe interruption of electrical, maintenance HVAC, water, telecommunication, telephone, gas, sewer or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date other essential utility services used and required by this Lease, which substantially interferes with as a material part of Tenant’s use of 's business operations from the Premises, or (ii) any failure by Landlord to provide services, utilities or access to and the Premises required by this Lease to be provided by Landlord (either such set interruption is a result of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”)the negligent act of Landlord, then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues Tenant's Rent (which for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the this purpose includes Base Rent and Tenant’s Share of Direct Expenses Additional Rent) shall be abated or reduced, reduced (as the case may be, ) after expiration of the Eligibility Period for such time that Tenant continues to be so is prevented from using, and does not use for the normal conduct of Tenant’s business, using the Premises (or a portion thereof, ) after expiration of the Eligibility Period in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from usingusing and, and in fact, does not use, bears to the total rentable area of the Premises; provided, however, that if Landlord is diligently pursuing the repair of such utilities or services and Landlord provides substitute services reasonably suitable for Tenant's purposes, such as for example, bringing in the event that portable air-conditioning equipment, then there shall not be any abatement of rent. However, if Tenant is prevented from using, and does not use, a conducting Tenant's business in any portion of the Premises for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Premises is not substantially sufficient to allow Tenant to effectively conduct its Tenant's business therein, and if Tenant does not conduct its business from such remaining portiontherein for a period of time in excess of the Eligibility Period, then Tenant's Rent for the entire Premises shall be abated for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its Tenant's business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Demised Premises or any portion thereof, thereof as a result of (i) any repair, maintenance Landlord’s failure to provide Tenant with services or alteration performed by Landlord, or which Landlord failed access to perform, after the Lease Commencement Date and Demised Premises and/or the Building as required by this Lease, which substantially interferes with Tenantis caused by the gross negligence or willful misconduct of Landlord or Landlord’s use of the Premisesemployees, agents or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”)contractors, then Tenant shall give Landlord written notice of any such Abatement Event, event and if such Abatement Event event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Fixed Rent and Tenant’s Share of Direct Expenses Additional Rent payable under this Lease shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Demised Premises or a portion thereof, thereof in the proportion that the rentable floor area of the portion of the Demised Premises that Tenant is prevented from using, and does not use, bears to the total rentable floor area of the Premises; providedDemised Premises (i.e., however613,174 square feet). However, in the event that Tenant is prevented from usingconducting, and does not useconduct, a its business in any portion of the Demised Premises for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Demised Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Fixed Rent and Tenant’s Share of Direct Expenses Additional Rent for the entire Demised Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifabated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Demised Premises during such period, the Rent rent allocable to such reoccupied portion, based on the proportion that the rentable floor area of such reoccupied portion of the Demised Premises bears to the total rentable floor area of the Demised Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderbusiness operations commence.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, (iii) any "Renovations," as that term is defined in Section 29.31 of this Lease, or (iv) damage and destruction under Article 11 of this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i), (ii), (iii) or (iiiv), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (or such shorter period to the “extent that any resulting rent abatement on such shorter period is covered by Landlord's insurance policies) (the "Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies (other than to effectuate repairs or reinstate its FF&E and personal property) any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies (other than to effectuate repairs or reinstate its FF&E and personal property) such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses and Tenant's obligation to pay for parking shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement EventEvent except for Tenant's right to terminate this Lease for a Landlord Default or under Articles 11 or 13. Except as provided in this Article 11, Article 13, and Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. 00 XXX XXXXXX STAR WAY(Single-Tenant Lease Form)[Rovi Corporation] 19.6 Non Waiver of Redemption by Tenant. Landlord acknowledges that Tenant does not waive its rights now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease.

Abatement of Rent. In Notwithstanding anything to the contrary set forth in this Lease, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and [535 Mission Street] required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided Lease, or (iii) the presence of hazardous materials not brought on the Premises by Landlord Tenant or Tenant’s agents, employees, licensees, invitees, transferees or independent contractors (either any such set of circumstances as set forth in items (i) or ), (ii), or (iii) above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event Tenant is caused by entitled to abatement because of an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable theretoapplicable. Such right to xxxxx axxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease Lease, each as a direct result of Landlord's negligence or willful misconduct (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five ten (510) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use 34 HCP, INC.[4939 Director's Place][Sorrento Therapeutics, Inc.] for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as expressly provided in this Section 19.5.2Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days (or more than fifteen (15) business days in any consecutive twelve (12)-month period) after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s Txxxxx's right to xxxxx axxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx axxxx Base Rent and Tenant’s Txxxxx's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.219.5.2 and Articles 11 and 13, {3925-00031/01363433;7} -44- SHORES CENTERSoleno Therapeutics, Inc. nothing contained herein shall be interpreted to mean that Tenant Txxxxx is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease of Landlord pursuant to be provided by Landlord the terms hereof (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”"ABATEMENT EVENT"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s 's receipt of any such notice (the “Eligibility Period”"ELIGIBILITY PERIOD"), then the Base Rent and Tenant’s 's Share of Building Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Building Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent rent allocable to such reoccupied portion, based on the XXXXXX XXXX XXXXXXXXX XXXX [MicroSim Corporation] proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Building Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.219.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, If the Premises or the Building or any portion thereof, part thereof shall at any time during the tenancy be destroyed or damaged or become inaccessible owing to fire water storm typhoon defective construction white ants earthquake subsidence of the ground or any calamity beyond the control of the Landlord and not attributable to the negligence or fault of the Tenant so as to render the Premises unfit for use or inaccessible and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of the policy moneys refused in whole or in part in consequence of any act or default of the Tenant or if at any time during the continuance of this tenancy the Premises or the Building shall be condemned as a result dangerous structure or a demolition order or closing order shall become operative in respect of (i) any repair, maintenance the Premises or alteration performed by Landlord, the Building then the rent hereby reserved or which Landlord failed a fair proportion thereof according to perform, the nature and extent of the damage sustained or order made shall after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to then current month be so prevented from using, and does not use for the normal conduct of Tenant’s business, suspended until the Premises or a portion thereof, Building shall again be rendered accessible and fit for use Provided that should the Premises or the Building not have been reinstated in the proportion that meantime either the rentable area Landlord or the Tenant may at any time after three months from the occurrence of such damage or destruction or order give to the other of them one (1) month's notice in writing to determine this present tenancy and thereupon the same and everything herein contained shall cease and be void as from the date of the portion occurrence of such destruction or damage or order or of the Premises that Tenant is prevented from using, and does not use, bears becoming inaccessible or unfit for use but without prejudice to the total rentable area rights and remedies of either party against the other in respect of any antecedent claim or breach of the Premises; provided, however, in the event that Tenant is prevented from using, agreements stipulations terms and does not use, a portion conditions herein contained or of the Premises for a period of time Landlord in excess respect of the Eligibility Period and rent payable hereunder prior to the remaining portion coming into effect of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereundersuspension.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date applicable to the Premises and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the Building or Premises, or ; (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building or Premises as required by this Lease to be provided Lease, or (iii) the presence of Hazardous Materials (a) that are in violation of Applicable Laws (as that term is defined in Article 22 below) and (b) not generated, produced, brought upon, used, stored, treated, discharged, released, spilled or disposed of on, in, under or about the Premises by Landlord Tenant or any of its affiliates, agents, employees, contractors, sublessees or assignees (either any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse (“Unusable Area”), bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses and Tenant’s right to terminate as set forth in this sentence shall be Tenant’s sole and exclusive remedy for rent abatement remedies at law or in equity for an Abatement Event; provided, however, that nothing in this Section 20.7.2, shall impair Tenant’s rights under Section 20.7.1 above; and further provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant, then Tenant shall have the right to terminate this Lease during the first ten (10) business days of each calendar month following the end of such one hundred eighty (180) day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of sixty (60) days’ notice to Landlord (the “Abatement Event Termination Notice”) during such ten (10) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the “Abatement Event Termination Date”), which Abatement Event Termination Date shall not be less than sixty (60) days, and not more than one (1) year, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 20.7.2 to the contrary, Tenant’s Abatement Event Termination Notice shall be null and void (but only in connection with the first notice sent by Tenant with respect to each separate Abatement Event) if Landlord cures such Abatement Event within such sixty (60) day period following receipt of the Abatement Event Termination Notice. Except as provided in this Section 19.5.220.7.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repairrepairs, maintenance or alteration alterations performed by Landlord, or which Landlord failed to perform, before or after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of or ingress to or egress from the PremisesBuilding, Project (including the Common Areas), or the Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided); or (ii) any the failure by Landlord to provide necessary services, utilities utilities, parking spaces (unless replacement parking spaces and reasonable accommodations associated therewith are provided by Landlord), or access ingress to and egress from the Building, Project (including the Common Areas), or Premises as required pursuant to the TCCs of this Lease; or (iii) the presence of "Hazardous Materials" (as that term is defined in Section 29.33.1, below) not brought on the Premises required by "Tenant Parties," as that term is set forth in Section 10.1 of this Lease Lease, to be provided by Landlord the extent such presence substantially interferes with Tenant's use of or ingress to or egress from the Building, Project (either including the Common Areas), or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided) (any such set of circumstances as set forth in items (i) or through (ii)iii) , above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) or more consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then Tenant may deliver an additional notice to Landlord (the "Additional Notice"), specifying such Abatement Event and Tenant's intention to xxxxx the payment of Rent under this Lease. If Landlord does not cure such Abatement Event within three (3) business days of receipt of such Additional Notice, then as Tenant's sole remedy vis-à-vis such Abatement Event, the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period Period, for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that of the rentable area of the portion of the Premises that Tenant is prevented from using, using and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premisesuse ("Unusable Area"). To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicablethe case may be, shall govern Tenant's right to xxxxx rent and the Eligibility Period terms of this Section 6.6 shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.ARTICLE 4

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date applicable to the Premises and required by this Lease, 760812.06/WLA375983-00004/11-2-16/ejs/ejs 43 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.] which substantially interferes with Tenant’s use of or ingress to or egress from the Premises, Building or the Parking Structure; (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building (including the Parking Structure), or Premises as required by this Lease to be provided Lease; (iii) damage and destruction of or eminent domain proceedings in connection with the Building or the Parking Structure, or (iv) the presence of Hazardous Materials not brought on the Premises by Landlord Tenant Parties (either any such set of circumstances as set forth in items (i) or through (iiiv), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice, or occurs for ten (10) non-consecutive business days in a twelve (12) month period (provided Landlord is sent a notice pursuant to Section 29.18 of this Lease of each such Abatement Event) (in either of such events, the “"Eligibility Period”"), then the Base Rent and Tenant’s Share of Direct Expenses and Tenant’s obligation to pay for parking (to the extent not actually utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse ("Unusable Area"), bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business thereintherein (in Tenant’s reasonable judgment), the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity to xxxxx Rent for an Abatement Event; provided, however, that (a) nothing in this Section 19.5.2, shall impair Tenant’s rights under Section 19.5.1, above, and (b) if Landlord has not cured such Abatement Event within two hundred seventy (270) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such 270-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the "Abatement Event Termination Notice") during such five (5) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than one (1) year, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 19.5.2 to the contrary, Tenant’s Abatement Event Termination Notice shall be null and void (but only in connection with the first notice sent by Tenant with respect to each separate Abatement Event) if Landlord cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice. If Tenant’s right to abatement occurs because of an eminent domain taking, condemnation and/or because of damage or destruction to the Premises and/or the Parking Structure, Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient ingress to, and egress from the Premises, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction or temporary taking and to move in over a weekend. To the extent Tenant is entitled to abatement because of an event covered by Articles 11 or 13 of this Lease, then the Eligibility Period shall not be applicable. If Tenant’s right to abatement occurs during any period of Base Rent Abatement, Tenant’s period of Base Rent Abatement shall be extended for the number of days that the abatement period overlapped the free Base Rent period ("Overlap Period"). Landlord shall have the right to extend the Lease Expiration Date for a period of time equal to the Overlap Period if Landlord sends a notice to Tenant of such election within ten (10) days following the end of the extended free Base Rent period. Except as provided in this Section 19.5.219.5.2 or elsewhere in this Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.. 760812.06/WLA375983-00004/11-2-16/ejs/ejs 44 COLORADO CENTER[2400 Broadway][Kite Pharam, Inc.]

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date applicable to the Premises and required by this Lease, which substantially interferes with Tenant’s 's use of or ingress to or egress from the Premises, Building or Tenant's Parking Areas; (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building or Premises as required by this Lease to be provided Lease; or (iii) the presence of Hazardous Materials not brought on the Premises by Landlord Tenant Parties (either any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s 's receipt of any such notice, or occurs for ten (10) non- consecutive business days in a twelve (12) month period (provided Landlord is sent a notice for each such Abatement Event) (in either of such events, the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse ("Unusable Area"), bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business thereintherein (in Tenant's reasonable judgment), the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Such right to xxxxx Base Rent and Tenant's Share of Direct Expenses shall be Tenant's sole and exclusive remedy at law or in equity to xxxxx Rent for an Abatement Event; provided, however, that (a) nothing in this Section 19.5.2, shall impair Tenant's rights under Section 19.5.1, above, and (b) if Landlord has not cured such Abatement Event within two hundred ten (210) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such 210-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the "Abatement Event Termination Notice") during such five (5) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than one (1) year, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 19.5.2 to the contrary, Tenant's Abatement Event Termination Notice shall be null and void (but only in connection with the first notice sent by Tenant with respect to each separate Abatement Event) if Landlord cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice. To the extent an Abatement Event Tenant is caused by entitled to abatement because of an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable theretoapplicable, and the date of the expiration of Tenant's abatement rights shall be as set forth in Articles 11 and 13 above. Such If Tenant's right to xxxxx abatement occurs during any period of Base Rent and Abatement, Tenant’s Share 's period of Direct Expenses Base Rent Abatement shall be Tenant’s sole and exclusive remedy extended for rent the number of days that the abatement at law or in equity for an Abatement Eventperiod overlapped the free Base Rent period ("Overlap Period"). Except as provided in this Section 19.5.219.5.2 or elsewhere in this Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. Nothing stated in this Section 19.5.2 shall cause the Lease Term to continue if, according to other provisions of the Lease, this Lease is to be terminated or ended.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by to the extent Landlord is obligated to provide same under this Lease to be provided by Landlord (either any such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days Business Days after Landlord’s receipt of any such notice notice, (the “Eligibility Period”), then the Base Rent Fixed Rent, Tenant’s Tax Payment, and Tenant’s Share of Direct Expenses Operating Payment shall be abated or reduced, as the case may be, after the expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent Fixed Rent, Tenant’s Tax Payment, and Tenant’s Share of Direct Expenses Operating Payment for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent Fixed Rent, Tenant’s Tax Payment, and Tenant’s Share of Direct Expenses Operating Payment shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. To the extent Tenant is entitled to abatement without regard to the Eligibility Period because of an event described in Section 11.3 or Article 12 of this Lease, then the Eligibility Period shall not be applicable. Except as provided in this Section 19.5.226.25, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises, (iii) damage and destruction of or eminent domain proceedings in connection with the Premises, the Project or the parking facility servicing the Project, or (iv) the presence of hazardous materials not brought on the Premises required by this Lease to be provided by Landlord Tenant, its employees, agents, invitees or customers (either any such set of circumstances as set forth in items (i) or through (iiiv), above, to be known as an “Abatement Event”"ABATEMENT EVENT"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “Eligibility Period”"ELIGIBILITY PERIOD"), then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation to pay for parking shall be abated or reduced, as the case may be, after expiration from the commencement of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess from the commencement of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Building Direct Expenses and Tenant's obligation to XXXXXX REALTY [999 North Xxxxxxxxx] [Encore Software] pay for parking for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's parking charges shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity to xxxxx rent for an Abatement Event. If Tenant's right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, the Project's parking facility, and/or the Project, Tenant's abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction and to move in over a weekend. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises to the extent required by this Lease Lease, each as a direct result of Landlord's negligence or willful misconduct (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five ten (510) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s 's right to xxxxx axxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx axxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In Suspension of If the event that Tenant is prevented from using, and does not use, Premises or the Building or any part thereof rent in case shall at any time during the tenancy be destroyed or of fire etc. damaged or become inaccessible owing to fire water storm typhoon defective construction white ants earthquake subsidence of the ground or any calamity beyond the control of the Landlord so as to render the Premises or any portion thereof, part thereof unfit for industrial use or inaccessible and the policy or policies of insurance effected by the Landlord shall not have been vitiated or payment of the policy moneys refused in whole or in part in consequence of any act or default of the Tenant or if at any time during the continuance of this tenancy the Premises or the Building or any part thereof shall be condemned as a result dangerous structure or a demolition order or closing order shall become operative in respect of (i) the Premises or the Building or any repair, maintenance part thereof then the rent hereby reserved or alteration performed by Landlord, a fair proportion thereof according to the nature and extent of the damage sustained or which Landlord failed to perform, order made shall after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use expiration of the Premises, then current month be suspended until the Premises or Building or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of ) the Eligibility Period relevant part thereof shall again be rendered accessible and fit for such time industrial or warehouse use provided that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, should the Premises or a portion thereof, the Building or (as the case may be) the relevant part thereof not have been reinstated in the proportion that meantime either the rentable area Landlord or the Tenant may at any time after one month from the occurrence of such damage or destruction or order give to the other of them notice in writing to determine this present tenancy and thereupon the same and everything herein contained shall cease and be void as from the date of the portion occurrence of such destruction or damage or order or of the Premises that Tenant is prevented from using, and does not use, bears or the relevant part thereof becoming inaccessible or unfit for industrial or warehouse use but without prejudice to the total rentable area rights and remedies of either party against the other in respect of any antecedent claim or breach of the Premises; provided, however, in the event that Tenant is prevented from using, agreements stipulations terms and does not use, a portion conditions herein contained or of the Premises for a period of time Landlord in excess respect of the Eligibility Period and rent payable hereunder prior to the remaining portion coming into effect of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereundersuspension.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date applicable to the Premises and required by this Lease, which substantially interferes with Tenant’s 's use of or ingress to or egress from the Premises, Building or Tenant's Parking Areas; (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building or Premises that Landlord is required to provide under this Lease, and which are reasonably within Landlord's ability to control (the parties acknowledging that an interruption in utilities caused by a utility provider is not within Landlord's ability to control); or (iii) the presence of Hazardous Materials brought on the Premises required by this Lease to be provided by any Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -36- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc. Parties (either any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice, or occurs for five (5) non-consecutive business days during any calendar month, or occurs for ten (10) non-consecutive business days in a twelve (12) month period (provided Landlord is sent a notice for each such Abatement Event) (in either of such events, the “"Eligibility Period”"), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse ("Unusable Area"), bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business thereintherein (in Tenant's reasonable judgment), the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. Such right to axxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant's sole and exclusive remedy at law or in equity to axxxx Rent for an Abatement Event. To the extent an Abatement Event Tenant is caused by entitled to abatement because of an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent 's abatement rights shall be governed by the terms of such Article as set forth in Articles 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event13 above. Except as provided in this Section 19.5.219.5.2 or elsewhere in this Lease, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that If Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) Landlord’s failure to provide electricity, water or HVAC to the Premises as required to be provided in Sections 6.1.1, 6.1.2 or 6.1.3 above, (ii) any repair, maintenance activities undertaken by Landlord or alteration Construction performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Leasepursuant to Article 23 and/or Section 26.28 below, which substantially interferes with Tenant’s use of the Premises, or (iiiii) any failure by Landlord to provide services, utilities or access to the Premises Premises, or access to, or use of, those parking passes within the Parking Allotment which Tenant has elected to rent pursuant to Section 24.1 below (to the extent reasonable replacement parking passes are not provided by Landlord), (iv) any failure by Landlord to perform any maintenance, repairs or replacements required by this Lease to be provided performed by Landlord pursuant to Section 7.2 below prior to the expiration of the Outside Repair Period (either such set of circumstances as set forth defined in items (i) Section 7.3 below), or (ii)v) the presence of Hazardous Materials in, aboveon or around the Building, the Premises or the Phase IV Real Property which were not caused or introduced by Tenant or Tenant’s agents, employees, licensees or invitees, and which Hazardous Materials pose a material and significant health risk to be known occupants of the Premises as determined by applicable governmental authorities pursuant to applicable Environmental Laws by written notice delivered to Landlord and Tenant (each, an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if . If such Abatement Event continues for five (5) consecutive business days or twelve (12) non-consecutive business days in any twelve (12) consecutive month period after Landlord’s receipt of any such notice from Tenant (the “Eligibility Period”), then during the Base Rent period from and Tenant’s Share of Direct Expenses shall be abated or reduced, as after the case may be, after expiration of first (1st) day following the Eligibility Period for and continuing until such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereofthereof (the “Unusable Area”): (A) Tenant’s obligation to pay Base Rent and Tenant’s Share of increases in Operating Expenses, Tax Expenses and Utilities Costs shall be abated or reduced, as the case may be, in the proportion that the rentable area square feet of the portion of the Premises that Tenant is prevented from using, and does not useUnusable Area, bears to the total rentable area square feet of the Premises; provided, however, in and (B) Tenant’s obligation to pay parking charges for the event that Parking Passes (as defined below) then-rented by Tenant is shall be abated to the extent Tenant does not use such Parking Passes as a direct result of Tenant’s being prevented from usingusing and not using the Unusable Area, and does but not usein excess of four (4) parking passes for every 1,000 rentable square feet of the Unusable Area. However, a portion if (1) due to an Abatement Event less than all of the Premises, but substantial or critical portions of the Premises (such as, for a period of time example, Tenant’s computer and data rooms in excess of the Premises), are unfit for occupancy and not used by Tenant beyond the Eligibility Period and Period, (2) as a result thereof, the remaining portion remainder of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if (3) Tenant does not conduct its business from the Unusable Area of such substantial or critical portions of the Premises affected by such Abatement Event and such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, (x) the Base Rent and Tenant’s Share of Direct increases in Operating Expenses, Tax Expenses and Utilities Costs for the entire Premises shall be abated for such time as after the expiration of the Eligibility Period that Tenant continues to be so prevented from using, and does not use, the entire Premises. , and (y) Tenant’s obligation to pay parking charges for all of the Parking Passes then-rented by Tenant shall not have a right to receive an abatement be abated for such time after the expiration of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance the Eligibility Period that Tenant is obligated continues to carry pursuant be so prevented from using, and does not use, the entire Premises, but only to Section 10.3.3 above. Ifthe extent Tenant does not use such Parking Passes as a direct result of Tenant’s being prevented from using and not using the entire Premises; if, however, Tenant reoccupies any portion of the Premises during such abatement period, then the Base Rent and Tenant’s Share of increases in Operating Expenses, Tax Expenses and Utilities Costs and parking charges for the Parking Passes then-rented by Tenant allocable to such reoccupied portion, based on the proportion that the rentable area square feet of such reoccupied portion of the Premises bears to the total rentable area square feet of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To As a clarification of the immediately preceding sentence, if Tenant uses Tenant’s computer and data rooms in the Premises following an Abatement Event, such use shall not preclude Tenant from receiving abatement of the Base Rent, Tenant’s Share of increases in Operating Expenses, Tax Expenses and Utilities Costs and parking charges for the remainder of the Premises as and to the extent an Abatement Event is caused by an event covered by Articles 11 or 13 otherwise permitted in the immediately preceding sentence, but if such computer and data rooms are so used, such areas shall not be eligible for any such abatement during the period of this Lease, then such use. If Tenant’s right to xxxxx abatement pursuant to the foregoing provisions of this Section 6.6 occurs during a free rent period which arises after the Lease Commencement Date, Tenant’s free rent period shall be governed by extended for the terms number of days that the abatement period overlapped the free rent period (“Overlap Period”). Landlord shall have the right to extend the Lease Expiration Date for a period of time equal to the Overlap Period if Landlord sends a Notice to Tenant of such Article 11 or 13election within thirty (30) days following the end of the extended free rent period. In addition, as applicable, and during any period following the Eligibility Period shall that Tenant is so prevented from using and does not be applicable thereto. Such right use the Unusable Area and is entitled to xxxxx abatement of Base Rent and Tenant’s Share of Direct increases in Operating Expenses, Tax Expenses and Utilities Costs and parking charges as provided hereinabove, Landlord shall pay to Tenant, to the extent covered by insurance retained by Landlord as part of Operating Expenses, any incremental reasonable, out-of-pocket expense that the Tenant incurs in temporarily relocating the functions previously performed in the Unusable Area to a different location. For this purpose, an incremental expense shall be any expense that the Tenant incurs in temporarily relocating from the Unusable Area to a temporary location and then relocating back to the Unusable Area (after such area has been made fit for Tenant’s Permitted Use) that Tenant would not have had to incur but for such relocation. Such right to xxxxx Base Rent, Tenant’s Share of increases in Operating Expenses, Tax Expenses and Utilities Costs, and parking charges (and right to receive any such incremental out-of-pocket temporary relocation expenses) shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided ; provided, however, that (a) nothing in this Section 19.5.26.6 shall impair Tenant’s rights under Section 19.7 below, nothing contained herein and (b) if Landlord has not cured such Abatement Event within nine (9) months after receipt of notice from Tenant of such Abatement Event, Tenant shall have the right to terminate this Lease during the first ten (10) business days of each calendar month following the end of such nine (9) month period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of thirty (30) days’ prior notice to Landlord (the “Abatement Event Termination Notice”) during such ten (10) business-day period, and shall be interpreted effective as of a date set forth in the Abatement Event Termination Notice (the “Abatement Event Termination Date”), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than one hundred twenty (120) days, following the delivery of the Abatement Event Termination Notice. Notwithstanding the foregoing to mean that the contrary: (I) Tenant’s Abatement Event Termination Notice shall be null and void (but only in connection with the first Abatement Event Termination Notice sent by Tenant is excused from paying Rent due hereunderwith respect to each separate Abatement Event) if Landlord cures such Abatement Event within such thirty (30) day period following receipt of such Abatement Event Termination Notice; and (II) Tenant shall not have the right to terminate this Lease pursuant to the terms of this Section 6.6, if, as of the date of delivery by Tenant of the Abatement Event Termination Notice, (x) the first trust deed holder of the Building (the “Bank”) has recorded a notice of default on the Building or filed a notice evidencing a legal action by the Bank against Landlord on the Building, (y) the Bank diligently proceeds to gain possession of the Premises and, to the extent Bank does gain possession of the Premises, the Bank diligently proceeds to cure such Abatement Event, and (z) the Bank cures such Abatement Event within ninety (90) days after the Bank gains possession of the Premises. If Tenant’s right to abatement and/or termination pursuant to the foregoing provisions of this Section 6.6 occurs because of a damage or destruction pursuant to Article 11 or a taking pursuant to Article 13, then (I) the Eligibility Period set forth hereinabove shall not be applicable, and (II) Tenant’s termination right provided hereinabove shall not be applicable, as such abatement and termination rights shall be governed by Articles 11 and 13 below, respectively, and this Section 6.6.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Premises, and as result thereof it is commercially impractical for Tenant to use all or a period of time in excess portion of the Eligibility Period and remaining Premises (i.e., the remaining portion of the Premises that Tenant is not sufficient actually able to allow Tenant to effectively conduct its business thereinuse), and if Tenant does not conduct its business from such the remaining portionPremises or portion thereof, then for such time after expiration of the Eligibility Period during which it is impractical for Tenant is so prevented from effectively conducting to conduct its business therein, the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the entire Premises extent not utilized by Tenant) shall also be abated for such time as the remaining Premises (or portion thereof) that Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant Xxxxxx reoccupies any portion of the Premises during such period, the Rent Base Rent, Tenant’s Share of Direct Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then TenantXxxxxx’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and TenantXxxxxx’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as expressly provided in this Section 19.5.219.5.2 or elsewhere in this Lease, nothing contained herein shall be interpreted to mean that Tenant Xxxxxx is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of If (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed fails to perform, after perform the Lease Commencement Date and obligations required by of Landlord under the TCCs of this Lease, which substantially interferes with (ii) such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant’s use , and (iii) such failure relates to (A) the nonfunctioning of the heat, ventilation, and air conditioning system in the Premises, the electricity in the Premises, the nonfunctioning of the elevator service to the Premises, or (iiB) any a failure by Landlord to provide services, utilities or access to the Premises required by this Lease Premises, Tenant shall give Landlord notice (the “Initial Notice”), specifying such failure to be provided perform by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an the “Abatement Event”), then Tenant shall give . If Landlord notice of such Abatement Event, and if has not cured such Abatement Event continues for five within three (53) consecutive business days after Landlord’s the receipt of any such notice the Initial Notice (the “Eligibility Period”), then Tenant may deliver an additional notice to Landlord (the Base Rent “Additional Notice”), specifying such Abatement Event and Tenant’s Share intention to xxxxx the payment of Direct Expenses shall be abated or reduced, as the case may be, after expiration Rent under this Lease. If Landlord does not cure such Abatement Event within three (3) business days of receipt of the Eligibility Period Additional Notice, Tenant may, upon written notice to Landlord, immediately xxxxx Rent payable under this Lease for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from usingrendered untenantable and not used by Tenant, and does not use, bears for the period beginning on the date three (3) business days after the Initial Notice to the total rentable area earlier of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from date Landlord cures such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from Abatement Event or the date Tenant reoccupies recommences the use of such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an a Abatement Event. Except as provided in this Section 19.5.26.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that as a result of any such damage, repair, reconstruction and/or restoration of the Premises or the Building, Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after thereof for the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated during the period after the date Tenant can no longer use the Premises or reduced, as the case may be, after expiration of the Eligibility Period for any portion thereof and throughout such time period that Tenant continues to be so prevented from using, using and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area Rentable Square Feet of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area Rentable Square Feet of the Premises; provided. Notwithstanding the foregoing but subject to the provisions of Section 9.3, howeverif the damage is due to the negligence or willful misconduct of Tenant or any Tenant Parties, there shall be no abatement of Rent. However, in the event that Tenant is prevented from using, using and does not use, a use any portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which that Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifabated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area Rental Square Feet of such reoccupied portion of the Premises bears to the total rentable area Rental Square Feet of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premisesspace. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then If Tenant’s right to xxxxx abatement occurs during a free rent period which arises after the Commencement Date, Tenant’s free rent period shall be governed extended by the terms Overlap Period (i.e., the number of such Article 11 or 13days that the abatement period overlapped the free rent period). Notwithstanding the foregoing, as applicable, and the Eligibility Period Tenant shall not be applicable thereto. Such right deemed to xxxxx Base Rent and be using the Premises for purposes of this Section 10.3 if Tenant is merely maintaining a skeleton crew within the affected Premises for such purposes as securing Tenant’s Share records and files, forwarding telephone communications, correspondence and deliveries, and/or otherwise enabling those aspects of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for business operations previously conducted within the affected Premises to be carried on from an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderalternative location.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease of Landlord pursuant to be provided by Landlord the terms of hereof (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”"ABATEMENT EVENT"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five seven (57) consecutive business calendar days after Landlord’s 's receipt of any such notice (the “Eligibility Period”"ELIGIBILITY PERIOD"), then the Base Rent and Tenant’s 's Share of Building Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Building Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base abatx Xxxe Rent and Tenant’s 's Share of Building Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement remedy at law or in equity for an Abatement Event. Except as provided in this Section 19.5.219.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not useuse (except for the maintenance of a skeleton crew within the Premises for such purposes as securing Tenant’s records and files, forwarding telephone communications, correspondence and deliveries, and otherwise enabling those aspects of Tenant’s business operations previously conducted within the Premises to be carried on from an alternative location), the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, or (iii) any “Renovations,” as that term is defined in Section 29.29 of this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i), (ii) or (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event (which notice may, for the purposes of triggering the commencement of the Eligibility Period (defined below) be delivered by hand to the office of the Project’s property manager during Building Hours (except on Saturdays), provided that copies of such notice are concurrently sent via overnight mail to Landlord’s other addressees for notice hereunder, in order to promptly provide such other addressees with notice of the Abatement Event), and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively 795678.02/WLA376514-00007/1-28-19/ctl/ctl -39- 630 ROSEVILLE PARKWAY[Penumbra, Inc.] conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such periodperiod (except for the maintenance of a skeleton crew as provided above), the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive monetary remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, or in Articles 11 or 13, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any material portion thereof, thereof for more than five (5) consecutive business days as a result of (i) a failure to provide any repair, maintenance or alteration performed by Landlord, or utilities to the Premises which Landlord failed is required to perform, after the Lease Commencement Date and required by provide under this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord extent within Landlord’s sole control (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice written Notice of such Abatement Event, and if such Abatement Event continues for an additional five (5) consecutive business days after Landlord’s receipt of any such notice Notice (the “Eligibility Period”)) and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then then, except to the Base extent covered by business interruption or similar insurance carried or required to be carried by Tenant hereunder, Basic Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Basic Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Basic Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as expressly provided in this Section 19.5.219.8, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities services or access to the Premises required or the Parking Areas, regardless of whether caused by this Lease circumstances beyond Landlord’s control, (iii) the presence of Hazardous Materials in, on or around the Retail Area taking into account the standards and guidelines included in the definition of applicable laws with respect to be provided Hazardous Materials, which pose a significant health risk to occupants of the Premises and are not caused by Landlord Tenant or any of the Tenant Parties, or (either iv) because of the occurrence of a casualty (each such set of circumstances as set forth in items (i) or ), (ii), (iii) and (iv), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice or ten (10) days after Landlord’s receipt of any such notice(s) in any consecutive twelve (12) month period (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses and Tenant’s obligation to pay for parking shall be abated or reduced, as the case may be, after expiration retroactive to the date of the Eligibility Period commencement of the Abatement Event, for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration the commencement of the Eligibility Period Abatement Event during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of increases in Direct Expenses and Tenants obligation to pay for parking for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement Premises for the purpose of Rent if Tenant is otherwise entitled to receive proceeds from conducting business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 abovetherein. If, however, Tenant reoccupies any portion of the Premises during such periodperiod for the purpose of conducting business therein, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from during the date period Tenant reoccupies such portion of the Premises. If Tenant’s right to abatement occurs during a free rent period which arises after the Lease Commencement Date, Tenant’s free rent period shall be extended for the number of days that the abatement period overlapped the free rent period (the “Overlap Period”). Landlord shall have the right to extend the expiration date of this Lease for a period of time equal to the Overlap Period if Landlord sends a notice to Tenant of such election within ten (10) days following the end of the extended free rent period. Subject to the provisions of Section 10.1 respecting personal injury or damage to Tenant’s property, such right to xxxxx Base Rent, Tenant’s Share of Direct Expenses and parking charges shall be Tenant’s sole and exclusive remedy at law for damages due to loss of use of the Premises for an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such 180-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the “Abatement Event Termination Notice”) during such five business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the “Abatement Event Termination Date”), which Abatement Event Termination Date shall not be less than ten (10) business days, and not more than six (6) months, following the delivery of the Abatement Event Termination Notice. If Tenant’s right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, Tenant’s abatement period shall continue until Tenant has been given sufficient time and sufficient access to the Premises to rebuild that portion of the Premises, if any, which it is required to rebuild pursuant to this Lease and to install its property, furniture, fixtures, and equipment and to move in over a weekend. To the extent an Abatement Event Tenant is caused by entitled to abatement without regard to the Eligibility Period, because of an event covered by described in Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable theretoapplicable. Such Notwithstanding the foregoing, Tenant shall not have the right to xxxxx Base Rent terminate this Lease pursuant to the terms of this Section 19.8.2, if (A) as of the date of delivery by Tenant of the Abatement Event Termination Notice, the first trust deed holder of the Retail Area (the “Bank”) has recorded a notice of default on the Retail Area or filed a notice evidencing a legal action by the Bank against Landlord on the Retail Area, and (B) within ten (10) business days following the date of the Abatement Event Termination Notice the Bank notifies Tenant of its intent to proceed to gain possession of the Retail Area, the Bank diligently proceeds to gain possession of the Retail Area, and, to the extent the Bank does gain possession of the Premises, the Bank diligently proceeds to cure such Abatement Event. In addition, Tenant shall not have the right to terminate this Lease pursuant to the foregoing terms of this Section 19.8.2 if the Abatement Event otherwise giving rise to such termination right is due to a casualty pursuant to Article 11 or a taking pursuant to Article 13, it being agreed that Tenant’s Share of Direct Expenses termination rights, if any, with respect to any such damage or destruction or taking shall be Tenant’s sole governed by and exclusive remedy for rent abatement at law or set forth in equity for an Abatement EventArticles 11 and 13, respectively, and not this Section 19.8.2. Except as provided in this Section 19.5.219.8.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises to the extent required by this Lease Lease, each as a direct result of Landlord's negligence or willful misconduct (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five ten (510) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for [*] (the "Eligibility Period") as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, the Premises after the Lease Commencement Date and required by this LeaseDate, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities services or access to the Premises required by this Lease due to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”)Landlord's default, then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses 's rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however. However, in the event that Tenant is prevented from usingconducting, and does not useconduct, a its business in any portion of the Premises for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses rent for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifabated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premisesbusiness operations commence. To the extent an Abatement Event is caused by an event covered by Articles 11 Tenant shall be entitled to abatement of rent because of damage or 13 of this Leasedestruction pursuant to Section 14 or a taking pursuant to Section 15, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period this Section 8.9 shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderapplicable.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide or allow services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “" XE "Abatement Event”" Abatement Event"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “" XE "Eligibility Period”)" Eligibility Period") and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event or (C) Landlord does not complete the remedy of such Abatement Event within ten (10) days from when the Abatement Event commenced, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s Xxxxxx's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Xxxxxx's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, ----------------- and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance maintenance, "Renovations," as that term is defined in Section 29.30 of this Lease, or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.4, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repairrepairs, maintenance or alteration alterations performed by Landlord, or which Landlord failed to perform, before or after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the PremisesBuilding, Project (including the Common Areas), or the Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided); or (ii) any the failure by Landlord to provide necessary services, utilities utilities, parking spaces (unless replacement parking spaces and reasonable accommodations associated therewith are *** Confidential portions of this document have been redacted and filed separately with the Commission. provided by Landlord), or access ingress to and egress from the Building, Project (including the Common Areas), or Premises as required pursuant to the TCCs of this Lease; or (iii) the presence of “Hazardous Materials” (as that term is defined in Section 29.33.1, below) not brought on the Premises required by “Tenant Parties,” as that term is set forth in Section 10.1 of this Lease Lease, to be provided by Landlord the extent such presence substantially interferes with Tenant’s use of or ingress to or egress from the Building, Project (either including the Common Areas), or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided) (any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) or more consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then Tenant may deliver an additional notice to Landlord (the “Additional Notice”), specifying such Abatement Event and Tenant’s intention to xxxxx the payment of Rent under this Lease. If Landlord does not cure such Abatement Event within three (3) business days of receipt of such Additional Notice, then as Tenant’s sole remedy vis-à-vis such Abatement Event, the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period Period, for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that of the rentable area of the portion of the Premises that Tenant is prevented from using, using and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premisesuse (“Unusable Area”). To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicablethe case may be, shall govern Tenant’s right to xxxxx rent and the Eligibility Period terms of this Section 3.2 shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Rent Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, each as a direct result of Landlord's, negligence or willful misconduct or breach of this Lease (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either any such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Txxxxx's obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s Txxxxx's right to xxxxx axxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially 726334.04/WLA183305-00001/10-27-14/ejs/ejs 28 [XXXXXXXXX BIOTECH GATEWAY][Solazyme, Inc.] interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event, then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice or ten (10) non-consecutive business days after Landlord’s receipt of any such notice in any twelve (12) month period (the “Eligibility Period”), then the Base Rent and Tenant’s Proportionate Share of Direct Expenses Operating Costs shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Proportionate Share of Direct Expenses Operating Costs for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Proportionate Share of Direct Expenses Operating Costs shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.244, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event covered by Articles 8 (Fire or Casualty Damage) or 14 (Eminent Domain) of this Lease, then the Eligibility Period shall not be applicable.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by LandlordLandlord (including repairs, maintenance and alterations required or permitted by Landlord hereunder), or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of or ingress to or egress from the PremisesBuilding, Project, or Premises or the Project parking facility; (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building, Project, or Premises or the Project parking facility; (iii) damage and destruction of or eminent domain proceedings in connection with the Premises, Building, the Project or the Project parking facility servicing the Project, or (iv) the presence of Hazardous Materials (not brought on the Premises by Tenant Parties) in violation of Applicable Laws which poses a material health risk to the environment or the Premises required by this Lease to be provided by Landlord (either any such set of circumstances as set forth in items (i) or through (iiiv), above, to be known as an “Abatement Event”"ABATEMENT EVENT"), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice Notice, or occurs for ten (10) non-consecutive business days in a twelve (12) month period (provided Landlord is sent a Notice pursuant to Section 29.14 of this Lease of each of such Abatement Event) (in either of such events, the “Eligibility Period”"ELIGIBILITY PERIOD"), then the Base Rent and Tenant’s 's Share of Direct Expenses and Tenant's parking charges shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse ("UNUSABLE AREA"), bears to the total rentable area of the PremisesPremises and Landlord shall pay to Tenant, to the extent covered (except for any deductible amount) by insurance retained by Landlord, any incremental reasonable, out of pocket expense that the Tenant incurs in relocating the functions previously performed in the Unusable Area to a different location. For this purpose, an incremental expense shall be any expense that the Tenant incurs in relocating from the Unusable Area to a temporary location and then relocating back to the Unusable Area (after such area has been made fit for Tenant's Permitted Use) that Tenant would not have had to incur but for such relocation; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses and Tenant's parking charges for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.the

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date applicable to the Premises and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the PremisesBuilding, Project, or Premises or the Project parking facility; (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building, Project (including the Project parking facility), or Premises as required by this Lease to be provided Lease; (iii) damage and destruction of or eminent domain proceedings in connection with the Premises, Building, the Project or the Project parking facility, or (iv) the presence of Hazardous Materials not brought on the Premises by Landlord Tenant Parties (either any such set of circumstances as set forth in items (i) or through (iiiv), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice, or occurs for ten (10) non-consecutive business days in a twelve (12) month period (provided Landlord is sent a written notice pursuant to this Lease of each such Abatement Event) (in either of such events, the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses and Taxes, and Tenant’s obligation to pay for parking (to the extent not actually utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse (“Unusable Area”), bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises Unusable Area for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses and Taxes for the entire Premises and all parking charges (to the extent all parking is not actually utilized by Tenant) shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses and Taxes and parking charges shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event; provided, however, that (a) nothing in this Section 19.4.2, shall impair Tenant’s rights under Section 19.4.1, above, and (b) if Landlord has not cured such Abatement Event within two hundred forty (240) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease upon written notice to Landlord until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the “Abatement Event Termination Notice”) and shall be effective as of a date set forth in the Abatement Event Termination Notice (the “Abatement Event Termination Date”), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than one (1) year, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 19.5.2 to the contrary, Tenant’s Abatement Event Termination Notice shall be null and void (but only in connection with the first notice sent by Tenant with respect to each separate Abatement Event) if Landlord cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice. If Tenant’s right to abatement occurs because of an eminent domain taking, condemnation and/or because of damage or destruction to the Premises, the Project’s parking facility, and/or the Project, Tenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient ingress to, and egress from the Premises, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction or temporary taking and to move in over a weekend. Except as provided in this Section 19.5.219.4.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises Property or any portion thereof, for thirty consecutive (30) days ("Eligibility Period") as a result of (ia) through no fault of Tenant, any repairdamage or destruction (b) through no fault of Tenant, maintenance the enactment or alteration performed by Landlord, or which Landlord failed to perform, after enforcement of any Legal Requirement that effectively prohibits the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the PremisesProperty for the Primary Intended Use, or (iib) any failure because of the presence of Hazardous Substances in, on or around the Property not caused by Landlord Tenant which could pose a health risk to provide services, utilities or access to users of the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”)Property, then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Tenant's Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration as of the commencement of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Property or a portion thereof, in the proportion that the rentable area of the portion of the Premises Property that Tenant is prevented from using, and does not use, bears to impacts the total rentable area operation of Tenant's business on the Premises; provided, howeverProperty. However, in the event that Tenant is prevented from usingconducting, and does not useconduct, a its business in any portion of the Premises Property for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Premises Property is not sufficient to allow Tenant to effectively conduct in a reasonable manner its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting in a reasonable manner its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises Property shall be abated for abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Property during such period, the Rent equitably allocable to such reoccupied portion shall be payable by Tenant from the date such business operations commence. If Tenant's right to abatement occurs because of an eminent domain or taking Tenant's abatement period shall continue until Tenant has been given sufficient time as reasonably determined by Tenant's contractor and sufficient access to the Property to rebuild such portion it is required to rebuild (including the Tenant continues Improvements) to the extent the same shall have been removed as a result of such damage or destruction. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event covered by this Lease, then the Eligibility Period shall not be so applicable. In the event Tenant is prevented from using, and does not use, the Premises. Property or any portion thereof, for a period of 180 consecutive days as a result of (a) through no fault of Tenant, the enactment or enforcement of any Legal Requirement that effectively prohibits the use the Property for the Primary Intended Use, or (b) because of the presence of Hazardous Substances in, on or around the Property not caused by Tenant which could pose a health risk to users of the Property, then Tenant shall not have a the right to receive an abatement of Rent if Tenant is otherwise entitled terminate this Lease by giving written notice to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderLandlord.

Abatement of Rent. In the event that Tenant is prevented from using, and of damage to the Leased Premises which does not use, result in the Premises or any portion thereof, as a result termination of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, then the Base Monthly Rent (and any Additional Rent) shall be temporarily abated during the period of Landlord’s and/or Tenant’s (as applicable) restoration, in proportion in the degree to which substantially interferes with Tenant’s use of the Leased Premises during the restoration period is impaired by such damage. In addition, if such casualty shall have damaged the Building or any portion of the Common Area providing access to or parking for the Leased Premises are damaged by casualty to the extent that Tenant does not have reasonable access to or parking for the Leased Premises and Landlord has not within a reasonable time (not to exceed ninety (90) days from the date of casualty) provided a reasonable parking alternative for Tenant at the Project or within reasonable proximity to the Building, then Landlord shall allow Tenant a proportionate abatement of Base Monthly Rent and Property Operating Expenses during the time and to the extent the Leased Premises are unfit for occupancy for the purposes permitted under this Lease, or any portions of the Common Area providing access to or parking for the Leased Premises are damaged by Casualty to the extent that Tenant does not have reasonable access to or parking for the Leased Premises, and in any of those events the Leased Premises are not occupied by Tenant as a result thereof. If a casualty: (i) shall have damaged the parking facilities so that Tenant does not have reasonable access to or parking for the Leased Premises, then, subject to Laws, Restrictions and the rights of other tenants, Landlord shall use good faith efforts to explore reasonable parking alternatives for Tenant at the Project or in offsite areas within reasonable proximity to the Building, and, in such event, Landlord shall be responsible for the costs of providing a shuttle to and from such offsite Parking and the Building, provided that nothing herein shall be deemed to create any obligation of Landlord to incur significant expense or liability in doing so, (ii) any failure by Landlord shall have damaged the Cafe & Fitness Center, then, subject to provide servicesLaws, utilities or access to Restrictions and the Premises required by this Lease to be provided by Landlord (either such set rights of circumstances as set forth in items (i) or (ii)other tenants, above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of have no obligation to pay any Property Operating Expenses associated with such Abatement Eventfacilities, and if such Abatement Event continues Landlord shall reasonably cooperate with Tenant to explore options for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, employees exercise elsewhere in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from usingProject, and does not useuntil such facilities are rebuilt, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, and/or (iii) shall have damaged a portion of the Premises Common Areas necessary for a period of time in excess of Tenant’s access to the Eligibility Period Building, then, subject to Laws, Restrictions and the remaining portion rights of the Premises is not sufficient other tenants, Landlord shall use good faith efforts to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration explore reasonable alternative means of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears access to the total rentable area of Building at the PremisesProject with Tenant, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, that nothing contained herein shall be interpreted deemed to mean that Tenant is excused from paying Rent due hereundercreate any obligation of Landlord to incur significant expense or liability in doing so.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord as a result of circumstances within Landlord's control (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord (or Landlord’s agents), or which Landlord (or Landlord’s agents) failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of or ingress to or egress from the PremisesBuilding, Project (including the Project Common Areas), or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided); or (ii) any failure by Landlord (or Landlord’s agents) to provide services, utilities or access ingress to and egress from the Building, Project (including the Project Common Areas), or Premises as required pursuant to the TCCs of this Lease; or (iii) the presence of Hazardous Materials not brought on the Premises required by “Tenant Parties,” as that term is set forth in Section 10.1 of this Lease to be provided by Landlord the extent such presence substantially interferes with Tenant’s use of or ingress to or egress from the Building, Project (either including the Project Common Areas), or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided) (any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s receipt of any such notice Notice (the “Eligibility Period”), then then, as Tenant’s sole remedy vis-à-vis such Abatement Event, the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse (“Unusable Area”), bears to the total rentable area of the Premises; provided. Notwithstanding the foregoing, howeverLandlord acknowledges and agrees that to the extent any rental interruption insurance maintained by Landlord entitles Landlord to reimbursement for rent following an Abatement Event prior to the third (3rd) consecutive business day after Landlord’s receipt of the applicable Notice, the Eligibility Period shall accordingly be reduced such that the Eligibility Period shall end at such time that Landlord’s eligibility for reimbursement from such insurance commences. In addition, and provided the applicable Notices are delivered to Landlord with regard to any Abatement Events, to the extent appropriately noticed Abatement Events occur cumulatively (as opposed to consecutively) during more than five (5) business days in any calendar month during the Lease Term, Tenant’s right to receive rent abatement pursuant to this Section 3.2 shall commence immediately following such fifth (5th) cumulative day and, throughout the remainder of such calendar month, the Eligibility Period will not apply to any further Abatement Events. Notwithstanding the foregoing, in the event that Tenant is prevented (from usingan objective, general office tenant perspective) from conducting, and does not useconduct, a portion its business in more than fifty percent (50%) of the Premises for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented (again, from an objective, general office tenant perspective) from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as abated. Landlord and Tenant continues hereby acknowledge that, in addition to be so prevented from usingthe abatement rights set forth in this Section 3.2, Tenant’s abatement rights following an event of damage and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant destruction or condemnation is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry provided pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion the TCCs of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or and 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that If Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any negligent repair, maintenance maintenance, alteration or alteration other negligent activities performed by Landlordor on behalf of Landlord in, on or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of about the Premises, Building or Project or (ii) any negligent failure by Landlord to provide services, utilities or access to the Premises Premises, Building or Project that Landlord is required to provide by this Lease to be provided by or (iii) any Landlord Party's willful misconduct (either any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and ; if such Abatement Event continues for five (5) three consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, 1064686.11 35 however, in the event that if Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx axxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right rights to xxxxx axxxx Base Rent and Tenant’s 's Share of Direct Expenses Expenses, as set forth in this Section 19.5.2, shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement EventEvent not otherwise covered by Articles 11 or 13. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. Nothing contained herein is intended to limit Tenant's rights against any third parties (including other tenants in the Project) to the extent their acts or omissions result in the temporary or permanent interruption, delay or loss of access to, use of, or services or utilities provided to the Premises, Building or Project.

Abatement of Rent. In the event that Tenant is prevented from usingIf due to Landlord’s default, and does not use, (i) the Premises or any portion thereofthereof are unusable by Tenant for a period of more than the Abatement Cure Period, as hereinafter defined, following notice from Tenant due to a lack of any of water, sewer, elevator service, access, condenser water, or electricity, (ii) Tenant shall, concurrently with the giving of such notice, discontinue use of the Premises or the portion thereof which is unusable as a result (other than for sporadic purposes such as such as salvage, security, or retrieval of property), and (iii) such condition is not caused by the act or omission of Tenant, or Tenant’s agents, employees, contractors, or invitees (any circumstance where the foregoing clauses (i) any repair), maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord and (iii) are satisfied being referred to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known herein as an “Abatement EventCondition”), then the Annual Fixed Rent and Additional Rent on account of Taxes and Operating Costs shall be equitably abated for such portion of the Premises rendered unusable for the period commencing on the expiration of the Abatement Cure Period and ending on the date that the Premises (or such portion) is rendered usable. If more than fifty percent (50%) of the Premises is rendered unusable and if Tenant shall vacate the entire Premises, then the aforesaid abatement shall be a full abatement. Any notice from Tenant pursuant to the first sentence or this paragraph shall expressly state that the failure of Landlord to cure any claimed default timely shall give Landlord notice rise to Tenant’s rights of such rent abatement. For purposes hereof, the term “Abatement Event, and if such Abatement Event continues for Cure Period” means a period of five (5) consecutive business days after Landlord’s receipt of any such notice (days, except that the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses Abatement Cure Period shall be abated or reduced, as extended by the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time (if any) that Landlord is delayed in excess curing such Abatement Condition by reason of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenantcauses beyond Landlord’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderreasonable control.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord as a result of circumstances within Landlord's control (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.. 7. REPAIRS 7.1

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, thereof as a result of of: (i) any repair, renovation, remodeling, maintenance or alteration performed by Landlord, or any repair, renovation, remodeling, maintenance or alteration which is required by this Lease and which Landlord has failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of of, or access to, the Premises, or (ii) any failure by Landlord to provide services, utilities services or access to the Premises, (iii) damage and destruction of the Premises required by this Lease to be provided by Landlord or Building, or (either iv) the presence of “Hazardous Materials” (each such set of circumstances as set forth in items (i) or and (iiiv), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five for(a) twenty-four (524) hours with respect to telecommunications services or (b) three (3) consecutive business days after Landlord’s receipt of any such notice or seven (7) days after Landlord’s receipt of any such notice in any twelve (12) month period (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses Monetary Obligations, shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses Monetary Obligations for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Monthly Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent Tenant’s Monetary Obligations and Tenant’s Share of Direct Expenses obligation to pay for parking shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for with regard to an abatement of Rent in connection with an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant (or, in the event that the Premises or the Building are rendered inaccessible to Tenant by a casualty or act of Landlord, one hundred eighty (180) days following the date of Landlord’s actual knowledge of the occurrence of the Abatement Event), Tenant shall have the right to terminate this Lease during the first ten (10) business days of each calendar month following the end of such one hundred eighty (180) day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of thirty (30) days’ notice to Landlord (the “Abatement Event Termination Notice”) during such ten (10) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the “Abatement Event Termination Date”), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than six (6) months, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 30.16 to the contrary, Tenant’s Abatement Rent Termination Notice shall be null and void if Landlord cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice. If Tenant’s right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, Tenant’s abatement period shall continue until Tenant has been given sufficient time and sufficient access to the Premises to rebuild that portion of the Premises, if any, which it is required to rebuild pursuant to this Lease and to install its property, furniture, fixtures, and equipment and to move in over a weekend. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event described in Article 14, above, then the Eligibility Period shall not be applicable. Notwithstanding the foregoing, Tenant shall not have the right to terminate this Lease pursuant to the terms of this Section 30.16, if, as of the date of delivery by Tenant of the Abatement Event Termination Notice, (a) the first trust deed holder of the Building (the “Bank”) has recorded a notice of default on the Building or filed a notice evidencing a legal action by the Bank against Landlord on the Building, and (b) the Bank diligently proceeds to gain possession of the Premises and, to the extent Bank does gain possession of the Premises, Bank shall diligently proceeds to cure such Abatement Event. Except as provided in this Section 19.5.230.16, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In Notwithstanding any of the event that Tenant is prevented from usingprovisions of this Lease (including the other provisions of this Article 5) to the contrary, and does not useif, because of Landlord's failure to provide any of the Premises services described in this Lease or any portion thereof, as a result of Landlord's performance of repairs or maintenance to the Demised Premises or Building or Common Areas of the Development, or for any other reason (other than a fire or casualty), (i) any repair, maintenance all or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use a part of the PremisesDemised Premises becomes untenantable because of Landlord's actions or omissions (and not because of a public utility provider's actions or omissions), or and (ii) any failure by Landlord Tenant is unable to provide services, utilities use all or access to such part of the Demised Premises required by this Lease to be provided by Landlord (for its purposes for either such set a continuous period of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt Business Days or a period of any such notice seven (the “Eligibility Period”)7) Business Days in any thirty (30) consecutive day period, then the Base Rent and Tenant’s Share of Direct Expenses Tenant shall be abated entitled to a proportionate abatement of Rent for the period of time, commencing with the later of (i) said fifth Business Day or reducedseventh Business Day, as the case may be, after expiration or (ii) the date on which Tenant gives Landlord oral or written notice of its intention to xxxxx Rent pursuant to this Article, based on the extent to which the Demised Premises are not usable, in whole or in part, by Tenant in the conduct of its business. If (i) at least thirty percent (30%) of the Eligibility Period for such time that Tenant continues to be so prevented from usingDemised Premises becomes untenantable or fifty percent (50%) of Tenant's computer classrooms become untenantable because of Landlord's actions or omissions (and not because of a public utility provider's actions or omissions), and does not (ii) Tenant is unable to use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area all of the portion of the Demised Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for its purposes for a period of time in excess seven (7) consecutive Business Days, Tenant shall be entitled to terminate this Lease by written notice given to Landlord on or before the 30th day after the date on which the Demised Premises became untenantable. The term "untenantable" shall mean not reasonably capable of being used for the conduct of Tenant's business. If at least thirty percent (30%) of the Eligibility Period and the remaining portion Demised Premises or fifty percent (50%) of the computer classrooms of the Demised Premises is affected, and, as a result, all of the Demised Premises is not sufficient to allow Tenant to effectively reasonably capable of being used for the conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business thereinTenant's business, the Base Rent and Tenant’s Share of Direct Expenses for the entire Demised Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderdeemed untenantable.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed failure to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide make available services, utilities or access to the Premises, Building, or parking garage, (ii) the presence of Hazardous Materials (as defined in Section 29.25.1 of the Lease) not brought on the Premises required or released into the Premises or the Building by this Tenant, its employees, agents, invitees or customers, Tenant acknowledging the presence of ACM (as defined in Section 29.25.2) to the extent disclosed in the Lease to be provided and agreeing that the mere presence of such ACM as so disclosed will not trigger the rent abatement set forth herein, or (iii) any repairs, maintenance or alterations performed by Landlord or which Landlord failed to perform and which Landlord was required to perform under the Lease, (either any such set of circumstances as set forth in items (i) or (ii) and (iii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one (1) year after receipt of notice from Tenant (or, in the event that the Premises or the Building are rendered inaccessible to Tenant by a casualty or act of Landlord, one (1) year following the date of Landlord's actual knowledge of the occurrence of the Abatement Event), Tenant shall have the right to terminate the Lease during the first ten (10) business days of each calendar month following the end of such one (l)-year period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of thirty (30) days' notice to Landlord (the "Abatement Event Termination Notice") during such ten (10) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than six (6) months, following the delivery of the Abatement Event Termination Notice. Notwithstanding anything contained in this Section 19.4.2 to the contrary, Tenant's Abatement Rent Termination Notice shall be null and void (but only in connection with the first notice sent by Tenant with respect to each separate Abatement Event) if Landlord cures such Abatement Event within such thirty (30) day period following receipt of the Abatement Event Termination Notice. If Tenant's right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, the Building's Parking Garage, and/or the Building, Tenant's abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Premises, to rebuild such portion it is required to rebuild, to install its property, furniture, fixtures, and equipment to the extent the same shall have been removed as a result of such damage or destruction and to move in over a weekend. To the extent Tenant is entitled to abatement without regard to the Eligibility Period, because of an event covered by Articles 11 and 13 of the Lease, then the Eligibility Period shall not be applicable. Except as provided in this Section 19.5.219.4.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. Subject to Section 29.27, the provisions of this Section 19.4.2 shall not prejudice Tenant's right to seek any other relief or remedy that it may be entitled to under law with respect to any default by Landlord under the Lease.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”), ") then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide or lack of availability of services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either regardless of cause), or (iii) any "Renovations," as that term is defined in Section 29.29 of this Lease (such set of circumstances as set forth in items (i), (ii) or (iiiii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five three (53) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In If the event that Tenant is prevented from using, and does not use, said premises or the Premises said building or any portion thereofpart thereof at any time shall be destroyed or so damaged by fire, as a result of (i) any repair, maintenance not attributable to the act or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use default of the PremisesTenant), water, storm, wind, typhoon, Act of God, force majeure or (ii) any failure by other cause beyond the control of the Landlord to provide services, utilities or access not attributable to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) act or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration default of the Eligibility Period Tenant as to render the said premises unfit for such time that Tenant continues to be so prevented from using, and does not commercial use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion policy or policies of insurance effected by the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant Landlord shall not have a right to receive an abatement been vitiated on payment of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies policy moneys or refused in whole or in part in consequence of any portion act or default of the Premises Tenant or if at any time during such periodthe continuance of this Agreement the said premises and/or building shall be condemned as a dangerous structure or a demolition or closure order shall become operative in respect of the said premises and/or building or the said premises is entirely inaccessible due to any cause whatsoever, the Rent allocable said rent or a fair proportion thereof according to the nature and extent of the damage sustained or order made shall cease to be payable until the said premises and/or building or part thereof shall have been restored or reinstated and shall be again rendered fit for occupation and use Provided Always that the Landlord shall be under no obligation to repair or reinstate the said premises and/or building or part thereof And Provided further that should the said premises and/or building or part thereof not have been repaired or reinstated in the meantime either the Landlord or the Tenant may after six (6) months of the occurrence of the destruction or damage or order give to the other of them notice in writing to determine the tenancy hereby created and thereupon the same and everything herein contained shall cease and be of no further effect and the Landlord shall return to the Tenant the said deposit but without everything herein contained shall cease and be of no further effect and the prejudice to the rights and remedies of either party against the other in respect of any antecedent claim or breach of the agreements stipulations terms and conditions herein contained or of the Landlord in respect of the said rent prior to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereundernotice.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities services or access to the Premises required or the Parking Areas, regardless of whether caused by this Lease circumstances beyond Landlord's control, (iii) the presence of Hazardous Materials in, on or around the Building taking into account the standards and guidelines included in the definition of applicable laws with respect to be provided Hazardous Materials, which pose a significant health risk to occupants of the Premises and are not caused by Landlord Tenant or any of the Tenant Parties, or (either iv) because of the occurrence of a casualty (each such set of circumstances as set forth in items (i) or ), (ii), (iii) and (iv), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice or ten (10) days after Landlord's receipt of any such notice(s) in any consecutive twelve (12) month period (the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses and Tenant's obligation to pay for parking shall be abated or reduced, as the case may be, after expiration retroactive to the date of the Eligibility Period commencement of the Abatement Event, for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] Tenant does not conduct its business from such remaining portion, then for such time after expiration the commencement of the Eligibility Period Abatement Event during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of increases in Direct Expenses and Tenant's obligation to pay for parking for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement Premises for the purpose of Rent if Tenant is otherwise entitled to receive proceeds from conducting business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 abovetherein. If, however, Tenant reoccupies any portion of the Premises during such periodperiod for the purpose of conducting business therein, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from during the date period Tenant reoccupies such portion of the Premises. If Tenant's right to abatement occurs during a free rent period which arises after the Lease Commencement Date, Tenant's free rent period shall be extended for the number of days that the abatement period overlapped the free rent period (the "Overlap Period"). Landlord shall have the right to extend the expiration date of this Lease for a period of time equal to the Overlap Period if Landlord sends a notice to Tenant of such election within ten (10) days following the end of the extended free rent period. Subject to the provisions of Section 10.1 respecting personal injury or damage to Tenant's property, such right to xxxxx Base Rent, Tenant's Share of Direct Expenses and parking charges shall be Tenant's sole and exclusive remedy at law or in equity for an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such 180-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the "Abatement Event Termination Notice") during such five business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than ten (10) business days, and not more than six (6) months, following the delivery of the Abatement Event Termination Notice. If Tenant's right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, Tenant's abatement period shall continue until Tenant has been given sufficient time and sufficient access to the Premises to rebuild that portion of the Premises, if any, which it is required to rebuild pursuant to this Lease and to install its property, furniture, fixtures, and equipment and to move in over a weekend. To the extent an Abatement Event Tenant is caused by entitled to abatement without regard to the Eligibility Period, because of an event covered by described in Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable theretoapplicable. Such Notwithstanding the foregoing, Tenant shall not have the right to xxxxx Base Rent terminate this Lease pursuant to the terms of this Section 19.7.2, if (A) as of the date of delivery by Tenant of the Abatement Event Termination Notice, the first trust deed holder of the Building (the "Bank") has recorded a notice of default on the Building or filed a notice evidencing a legal action by the Bank against Landlord on the Building, and (B) within ten (10) business days following the date of the Abatement Event Termination Notice the Bank notifies Tenant of its intent to proceed to gain possession of the Building, the Bank diligently proceeds to gain possession of the Building, and, to the extent the Bank does gain possession of the Premises, the Bank diligently proceeds to cure such Abatement Event. In addition, Tenant shall not have the right to terminate this Lease pursuant to the foregoing terms of this Section 19.7.2 if the Abatement Event otherwise giving rise to such termination right is due to a casualty pursuant to Article 11 or a taking pursuant to Article 13, it being agreed that Tenant’s Share of Direct Expenses 's termination rights, if any, with respect to any such 804296.08/LAH4321-047/10-7-08/nng/law -00- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] damage or destruction or taking shall be Tenant’s sole governed by and exclusive remedy for rent abatement at law or set forth in equity for an Abatement EventArticles 11 and 13, respectively, and not this Section 19.7.2. Except as provided in this Section 19.5.219.7.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises to the extent required by this Lease Lease, each as a direct result of Landlord’s negligence or willful misconduct (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five ten (510) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”)) and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”)) and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event, then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 10.3.4 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord as a result of circumstances within Landlord's control (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “Eligibility Period”)) and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx axxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx axxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and either (A) Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event or (B) Landlord receives proceeds from its rental interruption insurance which covers such Abatement Event, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the "Abatement Event Termination Notice") prior to such time as Landlord has cured the Abatement Event, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than five (5) business days, and not more than thirty (30) days, following the delivery of the Abatement Event Termination Notice. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Rent Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease, each as a direct result of Landlord's, negligence or willful misconduct or breach of this Lease (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either any such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion 791223.03/WLA 186772-00003/3-7-19/gjn/gjn -32- [Edgewater Business Park] [Allogene Therapeutics, Inc.] of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s 's right to xxxxx axxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from usingunable to reasonably use, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, services or utilities or access to the Premises to the extent and as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice and Landlord has not otherwise commenced to cure such Abatement Event within such Eligibility Period (the “"Eligibility Period”"), then the Base Rent Rent, and Tenant’s 's Proportionate Share of Direct Expenses Costs shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereofAbatement Event continues, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent Rent, and Tenant’s 's Proportionate Share of Direct Expenses Costs for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 16 or 13 18 of this Lease, then Tenant’s 's right to xxxxx axxxx rent shall be governed by the terms of such Article 11 16 or 1318, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx axxxx the Base Rent Rent, and Tenant’s 's Proportionate Share of Direct Expenses Costs shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.211(l), nothing contained herein in this Section 11(l) shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and of damage to the Leased Premises which does not use, result in the Premises or any portion thereof, as a result termination of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, then the Base Monthly Rent (and any Additional Rent) shall be temporarily abated during the period of Landlord’s and/or Tenant’s (as applicable) restoration, in proportion in the degree to which substantially interferes with Tenant’s use of the Leased Premises during the restoration period is impaired by such damage. In addition, if such casualty shall have damaged the Building or any portion of the Common Area providing access to or parking for the Leased Premises are damaged by casualty to the extent that Tenant does not have reasonable access to or parking for the Leased Premises and Landlord has not within a reasonable time (not to exceed ninety (90) days from the date of casualty) provided a reasonable parking alternative for Tenant at the Project or within reasonable proximity to the Building, then Landlord shall allow Tenant a proportionate abatement of Base Monthly Rent and Property Operating Expenses during the time and to the extent the Leased Premises are unfit for occupancy for the purposes permitted under this Lease, or any portions of the Common Area providing access to or parking for the Leased Premises are damaged by Casualty to the extent that Tenant does not have reasonable access to or parking for the Leased Premises, and in any of those events the Leased Premises are not occupied by Tenant as a result thereof. If a casualty: (i) shall have damaged the parking facilities so that Tenant does not have reasonable access to or parking for the Leased Premises, then, subject to Laws, Restrictions and the rights of other tenants, Landlord shall use good faith efforts to explore reasonable parking alternatives for Tenant at the Project or in offsite areas within reasonable proximity to the Building, and, in such event, Landlord shall be responsible for the costs of providing a shuttle to and from such offsite Parking and the Building, provided that nothing herein shall be deemed to create any obligation of Landlord to incur significant expense or liability in doing so, (ii) any failure by Landlord shall have damaged the Fitness Center, then, subject to provide servicesLaws, utilities or access to Restrictions and the Premises required by this Lease to be provided by Landlord (either such set rights of circumstances as set forth in items (i) or (ii)other tenants, above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of have no obligation to pay any Property Operating Expenses associated with such Abatement Eventfacilities, and if such Abatement Event continues Landlord shall reasonably cooperate with Tenant to explore options for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, employees exercise elsewhere in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from usingProject, and does not useuntil such facilities are rebuilt, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, and/or (iii) shall have damaged a portion of the Premises Common Areas necessary for a period of time in excess of Tenant’s access to the Eligibility Period Building, then, subject to Laws, Restrictions and the remaining portion rights of the Premises is not sufficient other tenants, Landlord shall use good faith efforts to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration explore reasonable alternative means of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears access to the total rentable area of Building at the PremisesProject with Tenant, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, that nothing contained herein shall be interpreted deemed to mean that Tenant is excused from paying Rent due hereundercreate any obligation of Landlord to incur significant expense or liability in doing so.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of or ingress to or egress from the PremisesBuilding, Project (including the Project Common Areas), or Premises (including the Project parking areas to the extent reasonable replacement spaces are not provided); or (ii) any failure by Landlord to provide services, utilities or access ingress to and egress from the Building, Project (including the Project Common Areas), or Premises as required pursuant to the TCCs of this Lease; or (iii) the presence of Hazardous Materials not brought on the Premises required by "Tenant Parties," as that term is set forth in SECTION 29.35 of this Lease to be provided by Landlord the extent such presence substantially interferes with Tenant's use of or ingress to or egress from the Building, Project (either including the Project Common Areas), or Premises (including the Project -13- parking areas to the extent reasonable replacement spaces are not provided) (any such set of circumstances as set forth in items (i) or through (iiiii), above, to be known as an “Abatement Event”"ABATEMENT EVENT"), then Tenant shall give Landlord notice Notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice Notice (the “Eligibility Period”"ELIGIBILITY PERIOD"), then then, as Tenant's sole remedy vis-a-vis such Abatement Event, the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises Premises, or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not useuse ("UNUSABLE AREA"), bears to the total rentable area of the Premises; provided, however. Notwithstanding the foregoing, in the event that Tenant is prevented (from usingan objective, general pharmaceutical tenant perspective) from conducting, and does not useconduct, a its business in more than fifty percent (50%) of the lab/manufacturing portion (as opposed to office/warehouse portions) of the Premises for a period of time in excess of the Eligibility Period Period, and the remaining lab/manufacturing portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented (again, from an objective, general pharmaceutical tenant perspective) from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any lab/manufacturing portion of the Premises during such periodshall be abated. Landlord and Tenant hereby acknowledge that, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears in addition to the total rentable area of the Premisesabatement rights set forth in this SECTION 3.3, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by Tenant's abatement rights following an event covered by Articles of damage and destruction or condemnation is provided pursuant to the TCCs of ARTICLES 11 or AND 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In Notwithstanding anything to the contrary in this Lease, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord under this Lease, but excluding any utility or service that Tenant contracts directly with such utility or service provider, or, (either iii) the negligence or intentional acts of Landlord or any Landlord Party (including without limitation any breach of this Lease by Landlord), or (iv) material interference with Tenant’s parking rights hereunder caused by any negligent or intentional acts of Landlord or any Landlord Party (provided that the terms of this item (iv) shall not be applicable to the extent Landlord provides Tenant with Reasonable Alternate Parking) (any such set of circumstances as set forth in items (i), (ii), (iii) or (iiiv), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.of

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises are required by this Lease to be provided by Landlord (either any such set of circumstances as set forth in items (i) or (ii), ) above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Tenant’s 's Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. ; provided, further, that notwithstanding anything contained herein to the contrary, Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise only be entitled to receive proceeds from business interruption such rent abatement under this Section 19.5 to the extent that Landlord is reimbursed by Landlord's rental insurance that Tenant is obligated to carry pursuant to Section 10.3.3 aboveproceeds. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event Tenant is caused by entitled to abatement because of an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable theretoapplicable. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such 180-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of notice to Landlord (the "Abatement Event Termination Notice") during such five business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than ten (10) business days, and not more than six (6) months, following the delivery of the Abatement Event Termination Notice. Except as provided in this Section 19.5.219.5, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease Lease, each as a direct result of Landlord’s negligence or willful misconduct (and except to be provided the extent such failure is caused in whole or in part by Landlord the action or inaction of Tenant) (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five ten (510) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”)) and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s Share of Direct Expenses Expenses, and Tenant’s obligation, if any, to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not effectively conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises and Tenant’s obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 5, 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 5, 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, If the Premises is damaged by a Casualty, Basic Rent and Escalation Charges payable by Tenant shall xxxxx proportionately for the period from the date of such fire or any portion thereof, as a result other casualty until the earlier of (a) the date that Landlord substantially completes Landlord’s Restoration Work (i.e. the date that Landlord completes Landlord’s Restoration Work except for (i) any repairitems of work (and, maintenance or alteration performed by Landlordif applicable, or adjustment of equipment and fixtures) which Landlord failed to perform, can be completed after the Lease Commencement Date and required by this Lease, which substantially interferes occupancy has been taken without causing undue interference with Tenant’s use of the PremisesPremises (i.e. so called “punch list” items) and (ii) items which, in accordance with good construction practice, should be performed after the performance of Tenant’s Restoration Work) provided that if Landlord would have completed Landlord’s Restoration Work at an earlier date but for Tenant having failed to cooperate with Landlord in effecting such Work or collecting insurance proceeds, then the Premises shall be deemed to have been repaired and restored on such earlier date and the abatement shall cease, or (iib) any failure by Landlord to provide services, utilities the date Tenant or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant other occupant reoccupies any portion of the Premises during such period, (in which case the Basic Rent and Escalation Charges allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies of such occupancy). Notwithstanding any provision contained in this Lease to the contrary, (i) there shall be no abatement with respect to any portion of the PremisesPremises which has not been rendered untenantable by reason of fire or other casualty and which is accessible, whether or not other portions of the Premises are untenantable, and (ii) any abatement of Basic Rent or Escalation Charges applicable to any portion of the Premises which was rendered untenantable by reason of a casualty shall cease on the earliest of the dates referred to in clauses (a) or (b) of the preceding sentence provided such portion is accessible, whether or not other portions of the Premises remain untenantable. To Landlord’s determination of the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenantdate Landlord’s right Restoration Work to xxxxx rent the Premises shall have been substantially completed shall be governed controlling unless Tenant disputes same by the terms notice to Landlord given within ten (10) days after such determination by Landlord, and pending resolution of such Article 11 or 13dispute, as applicable, and the Eligibility Period Tenant shall not be applicable thereto. Such right to xxxxx Base pay Basic Rent and Escalation Charges in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant’s Share , any subtenant or any of Direct Expenses their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the casualty, then, without prejudice to any other remedies which may be available against Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein there shall be interpreted to mean that Tenant is excused from paying no abatement of Basic Rent due hereunderor of Escalation Charges.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.26.4, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of that: (i) there shall be an interruption, curtailment or suspension of any repair, maintenance service or alteration failure to perform any obligation required to be provided or performed by Landlord pursuant to Sections 9 and/or 10 (and no reasonably equivalent alternative service or supply is provided by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes ) that shall materially interfere with Tenant’s use and enjoyment of the Premises, or any portion thereof (any such event, a “Service Interruption”), and (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant Service Interruption shall give Landlord notice of such Abatement Event, and if such Abatement Event continues continue for five (5) consecutive business days after Landlord’s following receipt by Landlord of any such written notice (the “Eligibility Service Interruption Notice”) from Tenant describing such Service Interruption (“Abatement Service Interruption Cure Period”), then the Base Rent and (iii) such Service Interruption shall not have been caused by an act or omission of Tenant or Tenant’s Share of Direct Expenses agents, employees, contractors or invitees (an event that satisfies the foregoing conditions (i)-(iii) being referred to hereinafter as a “Material Service Interruption”) then, Tenant, subject to the next following sentence, shall be abated or reducedentitled to an equitable abatement of Base Rent, as Operating Costs and Taxes based on the case may be, after expiration nature and duration of the Eligibility Material Service Interruption and the area of the Premises affected, for any and all days following the Material Service Interruption Cure Period for such time that both (x) the Material Service Interruption is continuing and (y) Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion such affected areas of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow bona fide business purpose. Any efforts by Tenant to effectively conduct respond or react to any Material Service Interruption, including, without limitation, any activities by Tenant to remove its business therein, and if Tenant does not conduct its business personal property from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area affected areas of the Premises, shall not constitute a use that precludes abatement pursuant to this Section 10.7(a). The Abatement Service Interruption Cure Period shall be payable extended by Tenant from reason of any delays in Landlord’s ability to cure the date Tenant reoccupies such portion Service Interruption in question caused by Landlord’s Force Majeure, provided however, that in no event shall the extension of the Premises. To Abatement Service Interruption Cure Period with respect to any Service Interruption be longer than fifteen (15) consecutive business days after Landlord receives the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderService Interruption Notice.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any material portion thereof, as a result of (i) Landlord's negligence or willful misconduct in the performance of any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the PremisesPremises (each, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”)") and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the applicable Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by of Landlord to provide services, utilities or access to the Premises as required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement EventEvent (which notice, for the purpose of determining the effective date of delivery, will be deemed given when delivered to the Project's property management office during regular business hours), and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Rent, Tenant’s 's Share of Direct Expenses Expenses, and Tenant's obligation to pay for parking (to the extent not utilized by Tenant) shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s 's business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s 's Share of Direct Expenses for the entire Premises and Tenant's obligation to pay for parking shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s 's right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s 's Share of Direct Expenses shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, Premises or access to the Premises or the parking facility servicing the Building (ii) any failure by Landlord to provide servicesan "Essential Service," as that term is defined, utilities or access to the Premises required by this Lease to be provided by Landlord below (either such set of circumstances as set forth in items (i) or and (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice (the “"Eligibility Period”"), then the Base Rent and Tenant’s Share of Direct Expenses Operating Payments shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises, and/or as appropriate, in the proportion that the number of parking spaces that Tenant is prevented from using, and does not use, bears to the total number of parking spaces being used by Tenant immediately prior to the Abatement Event, but such abatement or reduction shall only apply if and to the extent such circumstance is covered by rent continuation insurance, the cost of which is included in Operating Expenses (the "Insurance Coverage Condition"); provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses Operating Payments for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises, but such abatement or reduction shall only apply if and to the extent the Insurance Coverage Condition is satisfied. Tenant Notwithstanding anything to the contrary set forth in this Section 1.6, the Insurance Coverage Condition shall not have a right be applicable to receive an abatement of Rent if Tenant Abatement Event set forth in item (i), above, or an Abatement Event set forth in item (ii), above which is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 abovecaused by an earthquake. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base abatx Xxxe Rent and Tenant’s Share of Direct Expenses Operating Payments shall be Tenant’s 's sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event; provided, however, that if Landlord has not cured such Abatement Event within one hundred eighty (180) days after receipt of notice from Tenant, Tenant shall have the right to terminate this Lease during the first ten (10) business days of each calendar month following the end of such 180-day period until such time as Landlord has cured the Abatement Event, which right may be exercised only by delivery of thirty (30) days' notice to Landlord (the "Abatement Event Termination Notice") during such ten (10) business-day period, and shall be effective as of a date set forth in the Abatement Event Termination Notice (the "Abatement Event Termination Date"), which Abatement Event Termination Date shall not be less than thirty (30) days, and not more than six (6) months, following the delivery of the Abatement Event Termination Notice. Except as provided Notwithstanding anything contained in this Section 19.5.2, nothing contained herein shall be interpreted 1.6 to mean that Tenant is excused from paying Rent due hereunder.the contrary,

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, If all or part of the Premises or any portion thereofshall be rendered Untenantable by reason of a Casualty, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses the Additional Rent under Article 4 shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable Untenantable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, for the period from the date of the Casualty to the earliest of (a) the date Landlord shall have substantially completed Landlord’s Restoration Work to the Premises (provided, that if Landlord would have substantially completed Landlord’s Restoration Work to the Premises at an earlier date but for Tenant having failed to cooperate with Landlord in effecting such repairs or restoration or collecting insurance proceeds, then Landlord’s Restoration Work to the Premises shall be deemed to have been substantially completed on such earlier date and the abatement shall cease) or (b) the date Tenant or any Subtenant reoccupies a portion of the Premises for the conduct of business (in which case the Base Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy) or (c) the date the Premises is made tenantable for the conduct of business (provided, that if the Premises would have been tenantable at an earlier date but for Tenant reoccupies having failed to cooperate with Landlord in effecting repairs or restoration or collecting insurance proceeds, then the Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease). Notwithstanding any provision contained in this Lease to the contrary, (i) there shall be no abatement of Rent with respect to any portion of the PremisesPremises which has not been rendered Untenantable by reason of a Casualty and which is accessible and useable for the conduct of business, whether or not other portions of the Premises are Untenantable, and (ii) any abatement of Rent applicable to any portion of the Premises which was rendered Untenantable by reason of a Casualty shall cease on the earliest of the dates referred to in clauses (a), (b) or (c) of the preceding sentence; provided, that such portion is accessible, whether or not other portions of the Premises remain Untenantable. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent Such determination shall be governed made by Landlord acting reasonably in a written notice to Tenant. Landlord’s determination of the terms date Landlord’s Restoration Work to the Premises shall have been substantially completed or the date the Premises is made tenantable shall be controlling unless Tenant disputes same by notice to Landlord given within 10 days after notice of such Article 11 or 13, as applicabledetermination by Landlord is given to Tenant, and the Eligibility Period pending resolution of such dispute, Tenant shall not be applicable theretopay Rent in accordance with Landlord’s determination. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided Nothing contained in this Section 19.5.2, nothing contained herein Article 22 shall be interpreted to mean relieve Tenant from any liability that Tenant is excused from paying Rent due hereundermay exist as a result of any Casualty.

Abatement of Rent. In the event that any part of the Leased Premises, shall be so Taken or diminished and Tenant is prevented from using, and does elects not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by terminate this Lease, which substantially interferes with Tenant’s use then commencing upon the date of vesting of title or of the Premisesevent of said Taking, or (ii) any failure whichever occurs earlier, the Minimum Rent and Additional Rent payable by Landlord to provide services, utilities or access Tenant hereunder shall abatx xx that such Rent payable immediately after the Taking shall bear the same ratio to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (Rent payable immediately before the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, Taking as the case may be, after expiration value of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for Leased Premises remaining after the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, Taking bears to the total rentable area value of the PremisesLeased Premises immediately before the Taking; provided, however, in the event that Tenant is prevented from using, and does not use, a portion there shall be no abatement of rent unless usable square footage of the Premises Building is Taken or parking spaces are Taken for a period which adequate and sufficient substitute parking spaces are not provided. If Landlord shall be obligated to perform restoration work under the provisions of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business thereinthis Paragraph 37, and if Tenant does not conduct is deprived of the use of the Leased Premises during the performance by Landlord of the restoration work the Minimum Rent and Additional Rent payable by Tenant hereunder shall be suspended until such restoration work on the Leased Premises and access thereto shall have been completed, apportioned on a per square foot basis and the proportion thereof applicable to each part of the Leased Premises upon which Tenant discontinues its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises operations shall be abated for the period during which such time as Tenant continues part is not fit for Tenant's normal business purposes. If the parties cannot agree upon the amount by which such Rent is to be so prevented from using, and does not useabated, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, same shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right submitted to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.and

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of any of the following, to the extent within Landlord’s reasonable control: (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) Landlord’s entry into the Premises under Article 18 (except in the event of an emergency), or (iii) any failure by Landlord to provide services, utilities or access to the Premises which Landlord is required by to provide under this Lease to be provided by Landlord (either such set each of circumstances as set forth in items (i) or (ii)the foregoing, above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice written Notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice Notice (the “Eligibility Period”)) and Landlord does not diligently commence and pursue to completion the remedy of such Abatement Event, then then, except to the Base Rent extent covered by business interruption or similar insurance carried or required to be carried by Tenant hereunder, Basic Rent, Tenant’s Percentage of Operating Expenses and Tenant’s Share Percentage of Direct Expenses Real Property Taxes shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent Basic Rent, Tenant’s Percentage of Operating Expenses and Tenant’s Percentage of Real Property Taxes allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent axxxx Basic Rent, Tenant’s Percentage of Operating Expenses and Tenant’s Share Percentage of Direct Expenses Real Property Taxes shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as expressly provided in this Section 19.5.225.8, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, If all or part of the Premises or any portion thereofshall be rendered untenantable by reason of a Casualty, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses the Additional Rent under Article 4 shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s business, the Premises or a portion thereof, in the proportion that the rentable untenantable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, for the period from the date of the Casualty to the earlier of (i) the date Tenant or any Subtenant reoccupies a portion of the Premises (in which case the Base Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy) and (ii) the date the Premises is made tenantable (provided that if the Premises would have been tenantable at an earlier date but for Tenant reoccupies having failed to cooperate with Landlord in effecting repairs or restoration or collecting insurance proceeds or for Tenant having failed diligently to perform Tenant’s Restoration Work, then the Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease). Notwithstanding the preceding sentence, if (A) more than 50% of the rentable area of the Premises shall have been rendered untenantable by a Casualty or (B) Tenant’s trading floor shall have been rendered untenantable by a Casualty or (C) Tenant’s data center shall have been rendered untenantable by a Casualty and provided that, in any of such events described in clauses (A), (B) or (C), Tenant shall not be occupying or using any portion of the Premises. To , the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base Rent and Tenant’s Share of Direct Expenses the Additional Rent under Article 4 shall be Tenant’s sole and exclusive remedy abated for rent abatement at law or the entire Premises for the period described in equity for an Abatement Eventthe preceding sentence. Except as otherwise stated in the preceding sentence, (x) there shall be no abatement of Rent with respect to any portion of the Premises which has not been rendered untenantable by reason of a Casualty and which is accessible, whether or not other portions of the Premises are untenantable, and (y) any abatement of Rent applicable to any portion of the Premises which was rendered untenantable by reason of a Casualty shall cease on the earlier of the dates referred to in clauses (i), or (ii) of the first sentence of this Section 22.02, provided such portion is accessible, whether or not other portions of the Premises remain untenantable. Landlord shall give Tenant at least three (3) Business Days prior written notice of the date when Landlord anticipates that Landlord’s Restoration Work shall be Substantially Completed (as such term is defined in Section 2.04(c) with respect to Landlord’s Work). Within five (5) Business Days after receipt of such notice from Landlord, Landlord and Tenant shall meet at the Premises and jointly inspect Landlord’s Restoration Work (it being agreed that the failure or refusal of Tenant to schedule such inspection and meet with Landlord therefor prior to the expiration of such five (5) Business Day period shall constitute Tenant’s agreement that Landlord’s Restoration Work is Substantially Complete). Promptly following Landlord’s and Tenant’s joint inspection of Landlord’s Restoration Work, Tenant shall prepare a punchlist of any items of unfinished Landlord’s Restoration Work required by this Lease to be performed by Landlord (“Tenant’s Restoration Work Punchlist”). If Tenant shall fail to prepare and deliver Tenant’s Restoration Work Punchlist to Landlord within two (2) Business Days (with time being of the essence) after the parties’ inspection of Substantial Completion of Landlord’s Restoration Work, then Tenant shall be deemed to have agreed that, except for latent defects, there are no unfinished items of Landlord’s Restoration Work, and Tenant shall thereby waive its right to deliver Tenant’s Restoration Work Punchlist. Landlord shall endeavor to perform the work required to complete the unfinished items of Landlord’s Restoration Work identified in Tenant’s Restoration Work Punchlist (if any) within thirty (30) days after Landlord’s receipt of Tenant’s Restoration Work Punchlist (subject to day-for-day extension(s) of such period due to Force Majeure and Tenant Delay), provided that Landlord shall not dispute the inclusion of such item(s) on Tenant’s Restoration Work Punchlist, and provided further that Tenant shall give Landlord reasonable access to the Premises to complete such Landlord’s Restoration Work (i.e., those items identified on Tenant’s Restoration Work Punchlist), it being agreed that Landlord and Tenant shall take commercially reasonable steps to coordinate Landlord’s completion of the items on Tenant’s Restoration Work Punchlist and Tenant’s performance of the Tenant’s Restoration Work, so that neither is delayed in the completion of its work. Any dispute as to whether an item has been properly placed on Tenant’s Restoration Work Punchlist that cannot be resolved by the parties within fifteen (15) days after the date Tenant has given Tenant’s Restoration Work Punchlist to Landlord (with time being of the essence), may be submitted to arbitration in accordance with Article 21. Nothing contained in this Section 19.5.2, nothing contained herein Article 22 shall be interpreted to mean relieve Tenant from any liability that Tenant is excused from paying Rent due hereundermay exist as a result of any Casualty.

Abatement of Rent. In Except as otherwise expressly provided in this Lease, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any damage or destruction to the Premises or any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Term Commencement Date and required by this the Lease, which substantially interferes with Tenant’s use of the Premises, or (ii) the failure of any failure by Landlord to provide servicesutility for any cause except that of Tenant or anyone acting under Tenant, utilities or access to because of an eminent domain proceeding or because of the presence of Hazardous Materials in, on or around the Building, the Premises required by this Lease or the Lot which could, in Tenant’s reasonable business judgment with respect to be provided by Landlord (either such set Hazardous Materials pose a health risk to occupants of circumstances as set forth in items (i) or (ii), above, to be known as an “Abatement Event”)the Premises, then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, howeverRentable Area. However, in the event that Tenant is prevented from usingconducting, and does not useconduct, a its business in any portion of the Premises for a period of time in excess of the Eligibility Period time, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifin its entirety; provided, however, that if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the PremisesRentable Area, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premisesbusiness operations commence. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then If Tenant’s right to xxxxx rent abatement occurs during the Rent Free Period, such Rent Free Period shall be governed by extended for the terms number of days that the abatement period overlapped the Rent Free Period (the “Overlap Period”). Tenant shall have the right to extend the Lease Term for a period of time equal to the Overlap Period if Tenant sends a written notice to Landlord of such Article 11 election within ten (10) days following the end of the extended Rent Free Period. If Tenant’s right to abatement occurs because of an eminent domain taking and/or because of damage or 13destruction to the Premises or Tenant’s property, as applicableTenant’s abatement period shall continue until Tenant has been given sufficient time, and sufficient access to the Eligibility Period Premises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, and equipment and to move in over one (1) weekend. Subject to the provisions above, Landlord shall not be applicable thereto. Such right in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent herein reserved be abated by reason of any failure to xxxxx Base Rent and Tenant’s Share furnish or delay in furnishing any services required to be provided by Landlord when such failure or delay is caused by any condition beyond the reasonable control of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except Landlord, or, except as otherwise expressly provided in this Section 19.5.26.3, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunderthe limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or the Building.

Abatement of Rent. In Provided Landlord can obtain, at commercially reasonable rates, rental interruption insurance for any of the circumstances set forth herein and provided further that Tenant recognizes and agrees that Landlord does not carry rental interruption insurance applying to certain utilities interruptions, then in the event that Tenant is prevented from using, and does not use, the Premises or any material portion thereof, for five (5) consecutive business days or fifteen (15) business days in any twelve (12) month period (the “Eligibility Period”) as a result of (i) any damage or destruction to the Premises and/or the Building, (ii) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this LeaseDate, which substantially interferes with Tenant’s use of the PremisesPremises and/or the Building, or (iiiii) any failure by Landlord to provide services, utilities or Tenant with access to the Premises required by this Lease to be provided by Landlord and/or the Building, (either such set of circumstances as set forth in items (iiv) an eminent domain proceeding or (ii)v) the presence of hazardous substances in, aboveon or around the Premises, the Building or the Site which pose a health risk to be known occupants of the Premises, and which were not placed on the Site, Building or Premises by Tenant or any Tenant Parties (as an “Abatement Event”that term is defined in Section 30.11.6 hereof), then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s receipt of any such notice (the “Eligibility Period”), then the Base Rent and Tenant’s Share of Direct Expenses Rent shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues to be is so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however. However, in the event that Tenant is prevented from usingconducting, and does not useconduct, a its business in any portion of the Premises for a period of time in excess of the Eligibility Period Period, and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such the time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. Ifabated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date such business operations commence. If Tenant’s right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises, the Building and/or Tenant’s property, Tenant’s abatement period shall continue until Tenant reoccupies has been given sufficient time, and sufficient access to the Premises and/or the Building, to rebuild such portion it is required to rebuild, but in no event for more than sixty (60) days after the date Landlord first provides Tenant with access to any portion of the PremisesPremises to perform such work. To the extent an Abatement Event Tenant is caused by entitled to abatement without regard to the Eligibility Period, because of an event covered by Articles 11 13 (Damage or 13 Destruction) and 14 (Eminent Domain) of this the Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable theretoapplicable. Such right to xxxxx Base To the extent Tenant has prepaid rent (as it does each month since Rent is due on the first day of each month) and Tenant’s Share of Direct Expenses shall be Tenant’s sole and exclusive remedy for rent abatement at law or in equity for an Abatement Event. Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying subsequently entitled to an abatement, such prepaid, and subsequently abated, Rent due hereundershould be refunded to, and paid by Landlord to, Tenant within thirty (30) days after the end of the appropriate month.

Abatement of Rent. In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, as a result of (i) any repair, maintenance or alteration performed by Landlord, or which Landlord failed to perform, after the Lease Commencement Date and required by this the Lease, which substantially interferes with Tenant’s 's use of the Premises, or (ii) any failure by Landlord to provide services, utilities or access to the Premises required by this Lease to be provided by Landlord (either such set of circumstances as set forth in items (i) or (ii), above, to be known as an “"Abatement Event”"), then Tenant shall give Landlord notice (the "Abatement Notice") of such Abatement Event, and if such Abatement Event continues for five (5) consecutive business days after Landlord’s 's receipt of any such notice, or occurs on thirty (30) non- consecutive days in any 12-month period (provided Landlord received notice of each such non-consecutive Abatement Event) (the “"Eligibility Period”"), then the Base Basic Rent and Tenant’s Share of Direct Expenses shall be abated or reduced, as the case may bebe (at the rate applicable to the portion of the Premises affected), after retroactive to the date of Landlord's receipt of the Abatement Notice (or in the case of a non-consecutive Abatement Event, for each subsequent occurrence of an Abatement Event following the expiration of the Eligibility Period Period) for such time that Tenant continues to be so prevented from using, and does not use for the normal conduct of Tenant’s businessuse, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so prevented from effectively conducting its business therein, the Base Basic Rent and Tenant’s Share of Direct Expenses for the entire Premises shall be abated for such time as Tenant continues to be so prevented from using, and does not use, the Premises. Tenant shall not have a right to receive an abatement of Rent if Tenant is otherwise entitled to receive proceeds from business interruption insurance that Tenant is obligated to carry pursuant to Section 10.3.3 above. If, however, Tenant reoccupies any portion of the Premises during such period, the Rent rent allocable to such reoccupied portionportion (at the rate applicable to such portion of the Premises), based on the proportion that the rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be payable by Tenant from the date Tenant reoccupies such portion of the Premises. To the extent an Abatement Event is caused by an event covered by Articles 11 or 13 of this Lease, then Tenant’s right to xxxxx rent shall be governed by the terms of such Article 11 or 13, as applicable, and the Eligibility Period shall not be applicable thereto. Such right to xxxxx Base axxxx Basic Rent and Tenant’s Share of Direct Expenses shall be Tenant’s 's sole and exclusive rental abatement remedy for rent abatement at law or in equity for an Abatement Event. Notwithstanding the foregoing, if, as a result of an Abatement Event, Tenant is prevented from using and does not use the Premises for a period of one (1) year, Tenant shall have the right to terminate this Lease upon the delivery to Landlord of written notice thirty (30) days prior to such termination (which notice may be given prior to the expiration of the one (1) year period). Except as provided in this Section 19.5.2, nothing contained herein shall be interpreted to mean that Tenant is excused from paying Rent due hereunder. 13.