Common use of Rent Abatement Clause in Contracts

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), Premises for the ordinary conduct of Tenant’s business due solely to the failure (a) an interruption of an Essential Service (as defined belowhereinafter defined) resulting from Landlord’s performance of an improvement to the Building or (b) Landlord’s breach of an obligation under this Lease to perform repairs or replacements which results in Landlord’s failure to provide an Essential Service, in each case other than as a result of Unavoidable Delays, casualty or condemnation, and such condition continues for a period in excess of 10 consecutive Business Days after (ai) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy the entire Affected Space Premises during such period for the ordinary conduct of its business and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Tenant’s Tax Payment and Tenant’s Tax Operating Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) Business Day after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies reoccupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or Premises, and (iiy) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect a service which Landlord is obligated under this Lease to each Affected Spaceprovide to Tenant which if not provided shall (1) effectively deny access to the Premises, (i2) threaten the provision health or safety of electricity pursuant to Section 17.1, any occupants of the Premises or (ii3) prevent or materially and adversely restrict the provision usage of water and steam (when seasonably required) in accordance with more than 25% of the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during Premises for the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationbusiness.

Rent Abatement. Notwithstanding anything If Landlord fails to perform the obligations required -------------- of Landlord under the terms of this Lease and such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant and such failure relates to the contrary contained in Section 12.4 above or elsewhere in this Leasenonfunctioning of the heat, provided no Event of Default shall have occurred ventilation, and be continuing, air conditioning system in the event that Tenant is unable to use all Premises, the electricity in the Premises, the nonfunctioning of the 1270 Spaceelevator service to the Premises, all or a failure to provide access to the Premises, Tenant shall give Landlord notice (the "Initial Notice"), specifying such failure to perform by Landlord (the "Landlord Default"). If Landlord has not cured such Landlord Default within five (5) business days after the receipt of the 50 Rock Space or all of Initial Notice (the Retail Space (each, an “Affected Space”"Eligibility Period"), for the conduct of Tenant’s business due solely to the failure of Tenant may deliver an Essential Service (as defined below) and (a) after Tenant furnishes a additional notice to Landlord (the “Abatement "Additional Notice”"), specifying such Landlord Default and Tenant's intention to xxxxx the payment of Rent under this Lease. If Landlord does not cure such Landlord Default within five (5) stating business days of receipt of the Additional Notice, Tenant may, upon written notice to Landlord, immediately xxxxx Rent payable under this Lease for that Tenant’s inability to use portion of the Premises is solely due to such condition rendered untenantable and such condition continues not used by Tenant, for a the period in excess of beginning on the date five (x5) 10 consecutive business days if after the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect Initial Notice to the Affected Space (but not as to earlier of the balance date Landlord cures such Landlord Default or the date Tenant recommences the use of such portion of the Premises) . Such right to xxxxx Rent shall be Tenant's sole and exclusive remedy at law or in equity for the period commencing on the 11th day (or the 21st day, a Landlord Default. Except as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) provided in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.56.4, nothing contained herein shall be interpreted to mean that Tenant is excused from and after the 10th day of such failure (or the 20th day of such failure, if such failure was paying Rent due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationhereunder.

Rent Abatement. Notwithstanding anything If Landlord fails to perform the obligations required of Landlord under the terms of this Lease and such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant and such failure relates to the contrary contained in Section 12.4 above or elsewhere in this Leasenonfunctioning of the heat, provided no Event of Default shall have occurred ventilation, and be continuing, air conditioning system in the event that Tenant is unable to use all Premises, the electricity in the Premises, the nonfunctioning of the 1270 Spaceelevator service to the Premises, all of or a failure to provide access to the 50 Rock Space or all of Premises, Tenant shall give Landlord notice (the Retail Space (each, an “Affected SpaceInitial Notice”), for specifying such failure to perform by Landlord (the conduct “Landlord Default”). If Landlord has not cured such Landlord Default within five (5) business days after the receipt of Tenant’s business due solely to the failure of Initial Notice (the “Eligibility Period”), Tenant may deliver an Essential Service (as defined below) and (a) after Tenant furnishes a additional notice to Landlord (the “Abatement Additional Notice”) stating that Tenant’s inability to use the Premises is solely due to ), specifying such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment Landlord Default and Tenant’s Tax Payment shall be abated intention to xxxxx the payment of Rent under this Lease. If Landlord does not cure such Landlord Default within five (5) business days of receipt of the Additional Notice, Tenant may, upon written notice to Landlord, immediately xxxxx Rent payable under this Lease for that portion of the Premises rendered untenantable and not used by Tenant, for the period beginning on a per diem basis with respect the date five (5) business days after the Initial Notice to the Affected Space (but not as to earlier of the balance date Landlord cures such Landlord Default or the date Tenant recommences the use of such portion of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” Such right to xxxxx Rent shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then sole and exclusive remedy at law or in lieu of any abatement pursuant to equity for a Landlord Default. Except as provided in this Section 12.56.4, nothing contained herein shall be interpreted to mean that Tenant is excused from and after the 10th day of such failure (or the 20th day of such failure, if such failure was paying Rent due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationhereunder.

Rent Abatement. Notwithstanding anything If there is a failure, interruption, rationing or other curtailment (any such event being referred to herein as an "Interruption of Service") in the supply of water, electric current, gas or other utility service to the contrary contained in Section 12.4 above Premises for any cause and such Interruption of Service continues for ten (10) or elsewhere in this Leasemore consecutive business days after Tenant's written notice thereof to Landlord, provided no Event of Default shall have occurred and be continuing, in the event that Tenant is unable to use all conduct any business in a material portion of the 1270 SpacePremises as a result thereof during such ten (10) business day period, all then Tenant shall be entitled to an abatement of Monthly Base Rent and Tenant's obligation to pay Tenant's Proportionate Share of Building Operating Expenses, which abatement shall commence as of the 50 Rock Space or all eleventh (11th) business day described above and terminate upon the cessation of such Interruption of Service, and which abatement shall be based on the portion of the Retail Space (eachPremises rendered inaccessible or unusable for Tenant's business by such Interruption of Service. In addition, an “Affected Space”), for the conduct if any Interruption of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess more than sixty (60) days, then Tenant shall have the right to terminate this Lease. The termination and abatement provisions set forth above shall be inapplicable to any Interruption of Service that is attributable to (x) 10 consecutive days if the failure to provide damage from fire or other casualty (it being acknowledged that such Essential Service results from a circumstance within Landlord’s control situation shall be governed by Article 10) or condemnation (it being acknowledged that such situation shall be governed by Article 11), (y) 20 consecutive days if the Tenant's failure to provide such Essential Service results from an Unavoidable Delaypay for any services that are.the subject of the Interruption of Service, or (bz) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Partyits officers, then Fixed Rentdirectors, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (employees, agents or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationcontractors.

Rent Abatement. Notwithstanding anything If Landlord fails to perform the obligations required of Landlord under the terms of this Lease and such failure causes all or a portion of the Premises to be unusable by, or inaccessible to, Tenant and such failure relates to (x) the nonfunctioning of the Building HVAC system in the Premises, the interruption of electricity to the contrary contained Premises, the nonfunctioning of the elevator service to the Premises, or (y) a failure to provide access to all or a portion of the Premises (including as a result of any work performed by Landlord in Section 12.4 above or elsewhere about the Premises or the Building unless in response to Tenant’s request or as a result of Tenant’s breach of this Lease), provided no Event of Default Tenant shall have occurred and be continuing, in give Landlord notice to the event that Tenant is unable to use all of Building management office (the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected SpaceInitial Failure Notice”), for specifying such failure to perform by Landlord (the conduct “Abatement Event”). If Landlord has not cured such Abatement Event within three (3) business days after the receipt of Tenant’s business due solely to the failure of Initial Failure Notice (the “Eligibility Period”), Tenant may deliver an Essential Service (as defined below) and (a) after Tenant furnishes a additional notice to Landlord (the “Abatement Additional Notice”) stating that Tenant’s inability to use the Premises is solely due to ), specifying such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment Abatement Event and Tenant’s Tax Payment shall be abated 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 the Additional Notice, Tenant may, upon written notice to Landlord, immediately xxxxx Rent payable under this Lease for that portion of the Premises rendered unusable or inaccessible and not used by Tenant, for the period beginning on a per diem basis with respect the expiration of the Eligibility Period to the Affected Space (but not as to earlier of the balance date Landlord cures such Abatement Event or the date Tenant recommences the use of such portion of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” Such right to xxxxx Rent shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then sole and exclusive remedy at law or in lieu of any abatement pursuant to equity for an Abatement Event. Except as provided in this Section 12.56.4, nothing contained herein shall be interpreted to mean that Tenant is excused from and after the 10th day of such failure (or the 20th day of such failure, if such failure was paying Rent due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationhereunder.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) For purposes of this Article only, the Premises, or any portion thereof, shall be considered “Untenantable” if Tenant is, in fact, unable to engage in its regular business practices in the Premises due to (i) damage or destruction, (ii) loss of utilities, HVAC or elevator service, which loss is within the ability of Landlord to control, or (iii) a Taking, and (iv) the Premises is not rendered Untenantable by reason of any negligent or willful act of Tenant, its agents, servants or employees. (b) If all or part of the Premises are rendered Untenantable, Tenant shall, within five (5) business days after Tenant furnishes the occurrence, notify Landlord that the Premises, or a notice to Landlord part thereof, has been rendered Untenantable (the a “Rent Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment ). The Rent Abatement Notice shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st dayin writing, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of shall specify (i) the date Tenant occupies any material portion nature of the Affected Space which is cause of the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1Untenantability, (ii) the provision area(s) of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), Premises Tenant claims to be Untenantable and (iii) Landlord’s failure the date the space became Untenantable. The Rent Abatement Notice shall be delivered to provide chilled water during Landlord in the manner required under this Lease for delivery of Notices. If a Rent Abatement Notice is not delivered to Landlord within the time periods provided inand in the manner set out herein, then Tenant shall be deemed to have waived any right to abatement of Rent. (c) If the Premises are rendered Untenantable, in whole or in part, for a period of ten (10) or more business days, and in accordance with the Lease is not terminated pursuant to the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord hereof then Rent shall fail to provide chilled water xxxxx proportionately to the Affected Space portion of the Premises rendered Untenantable from the date of the event causing the Untenantability and continuing until the Untenantability is remediated (the “Abatement Period”). However, the necessity for the completion of any repair, restoration or other work to be performed by Tenant shall not provide the basis for abatement of Rent. (d) Determination of the percentage of Rent to be abated shall be reasonably made by Landlord. If Landlord and Tenant disagree on the extent of the Untenantability of the Premises, an appropriate third-party professional, designated by Landlord and reasonably acceptable to Tenant, shall certify to Landlord and Tenant as to the condition of the Premises (the “Abatement Certification”), which Abatement Certification shall be binding upon both parties. The cost of obtaining the Abatement Certification shall be borne by Tenant and reimbursable to Landlord as Additional Rent. (e) Upon substantial completion of the remediation of the condition resulting in the Untenantability of the Premises, as reasonably determined by Landlord, the Abatement Period shall terminate. If Landlord and Tenant disagree on the date of substantial completion or the Music Hall tenantability of any part of the Premises, an appropriate third-party professional, designated by Landlord and such chilled water can reasonably acceptable to Tenant, shall certify to Landlord and Tenant as to the condition of the Premises (the “Restoration Certification”), which Restoration Certification shall be provided binding upon the parties. The cost of obtaining the Restoration Certification shall be borne by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant and reimbursable to this Section 12.5, from and after the 10th day of such failure Landlord as Additional Rent. (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal f) Anything to the actual cost incurred by contrary notwithstanding, there shall be no abatement of Rent for any portion of the Premises in which Tenant continues to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationbusiness.

Rent Abatement. Notwithstanding anything If Landlord fails to perform the obligations required of Landlord under the terms of this Lease and such failure causes all or a portion of the Premises to be untenantable and unusable by Tenant and such failure relates to the contrary contained in Section 12.4 above or elsewhere in this Leasenonfunctioning of the heat, provided no Event of Default shall have occurred ventilation, and be continuing, air conditioning system in the event that Tenant is unable to use all Premises, the electricity in the Premises, the nonfunctioning of the 1270 Spaceelevator service to the Premises, all of or a failure to provide access to the 50 Rock Space or all of Premises, Tenant shall give Landlord notice (the Retail Space (each, an “Affected SpaceInitial Notice”), for specifying such failure to perform by Landlord (the conduct “Landlord Default”). If Landlord has not cured such Landlord Default within five (5) business days after the receipt of Tenant’s business due solely to the failure of Initial Notice (the “Eligibility Period”), Tenant may deliver an Essential Service (as defined below) and (a) after Tenant furnishes a additional notice to Landlord (the “Abatement Additional Notice”) stating that Tenant’s inability to use the Premises is solely due to ), specifying such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment Landlord Default and Tenant’s Tax Payment shall be abated intention to xxxxx the payment of Rent under this Lease. If Landlord does not cure such Landlord Default within five (5) business days of receipt of the Additional Notice, Tenant may, upon written notice to Landlord, immediately xxxxx Rent payable under this Lease for that portion of the Premises rendered untenantable and not used by Tenant, for the period beginning on a per diem basis with respect the date five (5) business days after the Initial Notice to the Affected Space (but not as to earlier of the balance date Landlord cures such Landlord Default or the date Tenant recommences the use of such portion of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” Such right to xxxxx Rent shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then sole and exclusive remedy at law or in lieu of any abatement pursuant to equity for a Landlord Default. Except as expressly provided in this Section 12.56.4, nothing contained in this Section 6.4 shall be interpreted to mean that Tenant is excused from and after the 10th day of such failure (or the 20th day of such failure, if such failure was paying Rent due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationhereunder.

Rent Abatement. Notwithstanding anything In the event that Tenant is prevented from using, and does not use, the Premises or the parking spaces required to be made available to Tenant under the Lease ("Tenant's Parking Spaces) or any portion thereof, for two (2) consecutive days or five (5) days in any twelve (12) month period (the "Eligibility Period") as a result of any damage, or destruction to the contrary contained Premises, or any construction by Landlord or its contractors, subcontractors, employees or agents then Tenant'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 the Premises or Tenant's Parking Spaces or a portion thereof for its business purposes, in Section 12.4 above or elsewhere in this Leasethe proportion that the rentable area of the portion of the Premises that Tenant is prevented from using bears to the total rentable area of the Premises, provided no Event that if Tenant's access to or use of Default Tenant's Parking Spaces is impaired rent shall have occurred and also be continuingreduced, as reasonably determined by an architect selected by Tenant, in order to compensate Tenant for such temporary loss of parking. However, in the event that Tenant is unable to use all prevented from conducting, and does not conduct, its business in any portion of the 1270 Space, all Premises for a period of time in excess of the 50 Rock Space or all Eligibility Period, and the remaining portion of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due not sufficient to such condition allow Tenant to effectively conduct its business therein, and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy 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 rent for the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment Premises shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st dayabated, as applicable) after provided, however, if Tenant furnishes the Abatement Notice, reoccupies and ending on the earlier of (i) the date Tenant occupies conducts its business from any material portion of the Affected Space which is Premises during such period, the subject rent allocable to such reoccupied portion, based on the proportion that the rentable area of such abatement for reoccupied portion of the ordinary conduct Premises bears to total rentable area of its business or (ii) the Premises shall be payable by Tenant from the date on which such condition is substantially remediedbusiness operations commence. An “Essential Service” If Tenant's right to abatement occurs because of an eminent domain taking and/or because of damage or destruction to the Premises or Tenant's property, Tenant's abatement period shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d)continue until Tenant has been given sufficient time, and (iii) Landlord’s failure sufficient access to provide chilled water during the time periods provided inPremises, to rebuild the portion of the Premises it is required to rebuild, to install its property, furniture, fixtures, and in accordance with the provisions of, Exhibit D-1 equipment and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationmove in.

Rent Abatement. Notwithstanding anything Anything herein to the contrary contained in notwithstanding, and subject to Section 12.4 above 14.03, if the Demised Premises shall be damaged or elsewhere in this Leasedestroyed or rendered completely or partially untenantable by fire or other casualty, provided no Event or if damage to the Building by fire or casualty deprives Tenant of Default reasonable access to the Demised Premises for more than three (3) consecutive business days, the Rent shall have occurred and be continuingabated or reduced, as the case may be, in the event proportion that Tenant is unable to use all the untenantable Rentable Area portion of the 1270 Space, all Demised Premises bears to the total Rentable Area of the 50 Rock Space or all Demised Premises for the period from the date of the Retail Space damage or destruction to the date that any damage to the Demised Premises (eachexclusive of Tenant's Property) has been substantially completed except for minor incorrect or incomplete details of construction, mechanical adjustment or decoration which do not materially interfere with Tenant's use of the Demised Premises and Tenant has reasonable access to the Demised Premises; provided, however, that if in Landlord's reasonable judgment such repairs would have been substantially completed at an “Affected Space”)earlier date but for Tenant having failed to cooperate reasonably with Landlord in effecting such repair, or if Tenant reoccupies all or part of the untenantable portion of the Demised Premises for the conduct of Tenant’s its business due solely prior to the failure of an Essential Service (as defined below) date that repairs are substantially completed, and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Demised Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated deemed to have been substantially repaired on a per diem basis with respect to the Affected Space (but not such earlier date and any reduction or abatement of Rents shall cease as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed heretoearlier date. Notwithstanding the foregoing, if Landlord in the event more than fifty (50%) percent of the Demised Premises is rendered unusable, then the Demised Premises shall fail to provide chilled water be deemed totally damaged and the Rent shall xxxxx until the Demised Premises are redelivered to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to usable condition in accordance with this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationArticle 14.

Rent Abatement. Notwithstanding anything If all or part of the Premises are rendered -------------- completely or partially untenantable on account of fire or other casualty to the contrary contained Premises and/or Base Building and/or the Building System or the Common Areas, Monthly Rent, Tenant's Share of Excess Direct Expenses, parking charges and all other forms of additional rent (collectively, "Tenant's Monetary Obligations'") shall be abated in Section 12.4 above the proportion that the rentable area of the untenantable portion of the Premises bears to the total rentable area of the Premises. Such abatement shall commence on the date of the damage or elsewhere destruction and shall continue until the Premises and all relevant portions of the Common Areas have been substantially repaired and Tenant has been granted sufficient time to reinstall the Tenant Improvements, its furniture, fixtures and equipment and move into the Premises, which period of time shall be extended for Force Majeure Events and delays caused by the Landlord. However, if Tenant reoccupies any portion of damaged portion of the Premises prior to the date that the Premises are substantially repaired, the Rent allocable to the reoccupied portion shall be payable by Tenant from the date of such occupancy in the proportion that the rentable area of the reoccupied portion of the Premises bears to the total rentable area of the Premises, provided, further, if the Premises (or access thereto) is damaged such that the remaining portion thereof is not sufficient to allow Tenant to conduct its business operations from such remaining portion and Tenant does not conduct its business operations therefrom, Landlord shall allow Tenant a total abatement of Rent during the time and to the extent the Premises are unfit for occupancy for the purposes permitted under this Lease, provided no Event of Default shall have occurred and be continuing, in the event that not occupied by Tenant is unable to use all as a result of the 1270 Space, all of subject damage. If Tenant's right to xxxxx under this Section 14.4 occurs during a free rent period or during another ------------ period during which Tenant's Monetary Obligations hereunder are abated or subject to another rent credit provision under either this Lease or the 50 Rock Space or all of the Retail Space Work Letter (each, an “Affected Space”"Overlap Period"), for the conduct of Tenant’s business due solely Tenant shall be entitled to an additional free rent credit (applicable to the failure of an Essential Service (as defined belowrent next due and payable) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant free rent to operate its Refrigeration Plant which Tenant would was otherwise entitled during the Overlap Period but which was not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Serviceused by virtue of application of this Section 14.4. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation.------------

Rent Abatement. Notwithstanding anything If, for any reason whatsoever other than (w) the result of an act or omission by Tenant, its officers, employees, agents and invitees, (x) a fire or other casualty (for which the provisions of Article 9 shall govern), (y) a taking or an eminent domain (for which the provisions of Article 10 shall govern) or (z) because of any Force Majeure Event (as defined in Section 26.01), (i) all or part of the Demised Premises are rendered untenantable by reason of the fact that the elevator, plumbing, electrical, air conditioning and heating and ventilation services which Owner is obligated to provide to the contrary contained in Section 12.4 above Demised Premises pursuant to the terms of this Lease are unavailable or elsewhere in this Leaseinoperative, (ii) Tenant shall give to Owner notice of such failure, interruption, cessation or reduction and such resulting untenantability, (iii) Owner shall fail within the Applicable Period (as defined herein) from the date Owner receives Tenant's notice of such failure of the aforesaid services and resulting untenantably to cause such matter to be resolved or cured or perform such maintenance or repair to the extent necessary to again render tenantable the Demised Premises or a portion thereof so previously rendered untenantable as hereinabove provided no Event and such failure is not due to a Force Majuere Event, and (iv) the Demised Premises or the applicable portion thereof shall continue to be untenantable by reason of Default such inoperation or unavailability of such aforesaid services for the purposes for which the Demised Premises are leased, and (v) Tenant shall have occurred vacated and be continuingshall not then using or occupying all or such portion of the Demised Premises so rendered untenantable, in then, upon the event occurrence of all the aforesaid events, as Tenant's sole remedy therefor, commencing on the day after the expiration of such Applicable Period, the Fixed Rent under Article 1 and increases thereof under Article 23 shall xxxxx until the Demised Premises, or such portion thereof so previously rendered untenantable are rendered tenantable; with it understood that Tenant is unable to use if less than substantially all of the 1270 Space, all of Demised Premises are untenantable and it shall be reasonably practicable to conduct business in the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Partyportion so tenantable, then Tenant shall continue to pay Fixed Rent, the Retail Operating Expense Payment Rent under Article 1 and Tenant’s Tax Payment shall be abated on a per diem basis increases thereof under Article 23 with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material tenantable portion of the Affected Space which is Demised Premises based on the subject proportion that the rentable square feet of such abatement for the ordinary conduct tenantable portion of its business or (ii) the date on which such condition is substantially remediedDemised Premises bears to the total rentable square feet of the Demised Premises. An “Essential Service” The term "Applicable Period" as used in this Section 13.06 shall mean only, with respect to each Affected Space, twenty (i20) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationconsecutive days.

Rent Abatement. Notwithstanding Not withstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), entire Premises for the ordinary conduct of Tenant’s 's business due solely to the failure (a) an interruption of an Essential Service (as defined belowhereinafter defined) resulting from Landlord's performance of an improvement or repair to the Building or (b) Landlord's breach of an obligation under this Lease to perform repairs or replacements which results in Landlord's failure to provide an Essential Service, in each case other than as a result of Unavoidable Delays, casualty or condemnation, and such condition continues for a period in excess of 10 consecutive days on which pursuant to Section 36.2(b) of this Lease Tenant is required to keep the Premises open for business after (ai) after Tenant furnishes a notice to Landlord (the “"Abatement Notice”") stating that Tenant’s 's inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy any portion of the entire Affected Space Premises during such period period, and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Tenant's Tax Payment and Tenant’s Tax 's Operating Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies reoccupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or Premises, and (iiy) the date on which such condition is substantially remedied. An “"Essential Service” " shall mean only, with respect a service which Landlord is obligated under this Lease to each Affected Spaceprovide to Tenant which if not provided shall (1) deny access to the Premises, (i2) threaten the provision health or safety of electricity pursuant to Section 17.1, any occupants of the Premises or (ii3) prevent the provision usage of water and steam (when seasonably required) in accordance with more than 25% of the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during Premises for the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation's business.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) For purposes of this Article only, the Premises, or any portion thereof, shall be considered “Untenantable” if Tenant is, in fact, unable to engage in its regular business practices in the Premises due to (i) damage or destruction, (ii) loss of utilities, HVAC or elevator service, which loss is within the ability of Landlord to control, or (iii) a Taking, and (iv) the Premises is not rendered Untenantable by reason of any negligent or willful act of Tenant, its agents, servants or employees. (b) If all or part of the Premises are rendered Untenantable, Tenant shall, within five (5) business days after Tenant furnishes the occurrence, notify Landlord that the Premises, or a notice to Landlord part thereof, has been rendered Untenantable (the a “Rent Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment ). The Rent Abatement Notice shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st dayin writing, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of shall specify (i) the date Tenant occupies any material portion nature of the Affected Space which is cause of the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1Untenantability, (ii) the provision area(s) of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), Premises Tenant claims to be Untenantable and (iii) Landlord’s failure the date the space became Untenantable. The Rent Abatement Notice shall be delivered to provide chilled water during Landlord in the time periods provided inmanner required under this Lease for delivery of Notices. (c) If the Premises are rendered Untenantable, in whole or in part, for a period of ten (10) or more business days, and in accordance with the Lease is not terminated pursuant to the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord hereof then Rent shall fail to provide chilled water xxxxx proportionately to the Affected Space portion of the Premises rendered Untenantable from the date of the event causing the Untenantability and continuing until the Untenantability is remediated (the “Abatement Period”). However, the necessity for the completion of any repair, restoration or other work to be performed by Tenant shall not provide the basis for abatement of Rent. (d) Determination of the percentage of Rent to be abated shall be reasonably made by Landlord. If Landlord and Tenant disagree on the extent of the Untenantability of the Premises, an appropriate third-party professional, designated by Landlord and reasonably acceptable to Tenant, shall certify to Landlord and Tenant as to the condition of the Premises (the “Abatement Certification”), which Abatement Certification shall be binding upon both parties. The cost of obtaining the Abatement Certification shall be borne by Tenant and reimbursable to Landlord as Additional Rent. (e) Upon substantial completion of the remediation of the condition resulting in the Untenantability of the Premises, as reasonably determined by Landlord, the Abatement Period shall terminate. If Landlord and Tenant disagree on the date of substantial completion or the Music Hall tenantability of any part of the Premises, an appropriate third-party professional, designated by Landlord and such chilled water can reasonably acceptable to Tenant, shall certify to Landlord and Tenant as to the condition of the Premises (the “Restoration Certification”), which Restoration Certification shall be provided binding upon the parties. The cost of obtaining the Restoration Certification shall be borne by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant and reimbursable to this Section 12.5, from and after the 10th day of such failure Landlord as Additional Rent. (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal f) Anything to the actual cost incurred by contrary notwithstanding, there shall be no abatement of Rent for any portion of the Premises in which Tenant continues to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure business, regardless of whether such portion of the Premises has been determined to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationbe Untenantable.

Rent Abatement. Notwithstanding anything If (i) by reason of any failure or delay in furnishing any service or utility described in Paragraph 5.01 or Paragraph 5.02 above, or by reason of any conditions requiring repairs, maintenance or corrections to the contrary contained in Section 12.4 above Building required to be made by Landlord under Paragraphs 7, 9 or elsewhere in this Lease19 hereof, provided no Event the Premises, or any portion thereof, are rendered untenantable or normal access to the same is rendered impractical for substantial portions of Default normal business hours of 5 consecutive business days, and (ii) Tenant gives Landlord written notice promptly upon the occurrence of such untenantability, and (iii) Tenant vacates the Premises, or the portions thereof which are rendered untenantable (save and except for any occupancy thereof which is of an extraordinary nature necessary to preserve systems, files and security), then Adjusted Monthly Base Rent shall have occurred xxxxx (not be owing) for the period (the "Abatement Period") commencing on the day immediately following the aforesaid 5-day period and be continuingexpiring on the earlier to occur of (y) the date of restoration of such services or utilities, in or completion of such repairs, maintenance or corrections, as the event that case may be, or (z) the date upon which Tenant is unable to use all resumes occupancy of the 1270 SpacePremises, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”)applicable portion thereof, for the conduct of Tenant’s business due solely business. If the Abatement Period exceeds 120 days, Tenant may terminate this Lease by giving Landlord written notice of termination prior to the failure expiration of an Essential Service (10 days after the expiration of said 120-day period, in which event neither party shall have any further rights, estates, liabilities or obligations under this Lease, except as defined below) and (a) after Tenant furnishes a notice otherwise specifically survive the termination of this Lease. Notwithstanding the previous sentence to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days contrary, if the failure or delay in furnishing services or utilities or completing the repairs, maintenance or corrections to provide such Essential Service results from a circumstance within Landlord’s control the Building, as the case may be, is attributable in whole or (y) 20 consecutive days if the failure in part to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rentcause specified in Paragraph 26.07, the Retail Operating Expense Payment and Tenant’s Tax Payment period set forth in the preceding sentence shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) extended for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is failure or delay attributable to such causes, but not more than 180 days in the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remediedaggregate. An “Essential Service” shall mean onlyLANDLORD: TENANT: --------- ------- AMERICAN NATIONAL BANK AND TRUST BURLINGTON NORTHERN RAILROAD COMPANY OF CHICAGO, with respect to each Affected Spacenot personally COMPANY, (i) the provision of electricity pursuant to Section 17.1a Delaware corporation but solely as Trustee under a Trust Agreement dated November 22, (ii) the provision of water 1983 and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed heretoknown as Trust Xx. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service00000 Xx. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation.00000 By:_______________________________ Title:____________________________ By:_____________________________ Title:__________________________ Attest:___________________________

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable to use all 25% or more of any floor of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), Premises for the ordinary conduct of Tenant’s business due solely to the failure (a) an interruption of an Essential Service (as defined belowhereinafter defined) resulting from Landlord’s performance of an improvement to the Building or the negligence or willful misconduct of Landlord or (b) Landlord’s breach of an obligation under this Lease to perform repairs or replacements which results in Landlord’s failure to provide an Essential Service, in each case other than as a result of Unavoidable Delays, casualty or condemnation, and such condition continues for a period in excess of 8 consecutive Business Days or more than 10 non-consecutive Business Days in any 30 day period after (ai) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use such portion of the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy such portion of the entire Affected Space Premises during such period for the ordinary conduct of its business and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Tenant’s Tax Payment and Tenant’s Tax Operating Payment for such affected and unused portion of the floor of the Premises shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (9th Business Day or the 21st day, as applicable) 10th non-consecutive Business Day after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies any material reoccupies the applicable portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or Premises and (iiy) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect a service which Landlord is obligated under this Lease to each Affected Spaceprovide to Tenant which if not provided shall (1) effectively deny access to the Premises, (i2) threaten the provision health or safety of electricity pursuant to Section 17.1, any occupants of the Premises or (ii3) prevent or materially and adversely restrict the provision usage of water and steam (when seasonably required) in accordance with more than 25% of any floor of the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during Premises for the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationbusiness.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), Premises for the ordinary conduct of Tenant’s 's business due solely to the failure (a) an interruption of an Essential Service (as defined belowhereinafter defined) resulting from Landlord's performance of an improvement to the Building or (b) Landlord's breach of an obligation under this Lease to perform repairs or replacements which results in Landlord's failure to provide an Essential Service, in each case other than as a result of Unavoidable Delays, casualty or condemnation, and such condition continues for a period in excess of 10 consecutive Business Days after (ai) after Tenant furnishes a notice to Landlord (the “"Abatement Notice”") stating that Tenant’s 's inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy the entire Affected Space Premises during such period for the ordinary conduct of its business and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Tenant's Tax Payment and Tenant’s Tax 's Operating Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) Business Day after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies reoccupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or Premises, and (iiy) the date on which such condition is substantially remedied. An “"Essential Service” " shall mean only, with respect a service which Landlord is obligated under this Lease to each Affected Spaceprovide to Tenant which if not provided shall (1) effectively deny access to the Premises, (i2) threaten the provision health or safety of electricity pursuant to Section 17.1, any occupants of the Premises or (ii3) prevent or materially and adversely restrict the provision usage of water and steam (when seasonably required) in accordance with more than 25% of the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during Premises for the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation's business.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this LeaseLease contained, provided no Event of Default shall have occurred and be continuing, in the event that Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely if due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business repairs, alterations, replacements, or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1improvements made by Landlord, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided inmake any repairs, and in accordance with the provisions ofalterations, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoingor improvements required to be made by Landlord hereunder, if Landlord shall fail or to provide chilled water any service required to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by Landlord hereunder, or (iii) failure of electric supply, any portion of the Premises becomes untenantable so that for the Premises Untenantability Cure Period, as hereinafter defined, the continued operation in the ordinary course of Tenant’s Refrigeration Plantbusiness is materially adversely affected, then in lieu then, provided that Tenant ceases to use the affected portion of any abatement pursuant to this Section 12.5, from and after the 10th day Premises during the entirety of the Premises Untenantability Cure Period by reason of such failure untenantability, and that such untenantability and Landlord’s inability to cure such condition is not caused by the fault or neglect of Tenant or Tenant’s agents, employees or contractors, Annual Fixed Rent, Operating Cost Excess, and Tax Excess shall thereafter be abated in proportion to such untenantability and its impact on the continued operation in the ordinary course of Tenant’s business until the day such condition is completely corrected. For the purposes hereof, the “Premises Untenantability Cure Period” shall be defined as five (or 5) consecutive business days after Landlord’s receipt of written notice from Tenant of the 20th day condition causing untenantability in the Premises, provided however, that the Premises Untenantability Cure Period shall be fifteen (15) consecutive business days after Xxxxxxxx’s receipt of written notice from Tenant of such failure, condition causing untenantability in the Premises if such failure either the condition was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred caused by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for causes beyond Landlord’s failure reasonable control or Landlord is unable to provide said chilled water cure such condition as an Essential Servicethe result of causes beyond Landlord’s reasonable control. Tenant The provisions of this clause (C) shall provide Landlord with reasonable supporting documentation not apply in the event of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty untenantability caused by fire or other casualty, or taking (30) days of receiving such documentation.see Article XIV). -41-

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), Premises for the ordinary conduct of Tenant’s business due solely to the failure (a) an interruption of an Essential Service (as defined belowhereinafter defined) resulting from Landlord’s performance of an improvement to the Building or (b) Landlord’s breach of an obligation under this Lease to perform repairs or replacements which results in Landlord’s failure to provide an Essential Service, in each case other than as a result of Unavoidable Delays, casualty or condemnation, and such condition continues for a period in excess of 10 consecutive Business Days after (ai) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy the entire Affected Space Premises during such period for the ordinary conduct of its business and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Tenant’s Tax Payment and Tenant’s Tax Operating Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) Business Day after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies reoccupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or Premises, and (iiy) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect a service which Landlord is obligated under this Lease to each Affected Spaceprovide to Tenant which if not provided shall (1) effectively deny access to the Premises, (i2) threaten the provision health or safety of electricity pursuant to Section 17.1, any occupants of the Premises or (ii3) prevent or materially and adversely restrict the provision usage of water and steam (when seasonably required) in accordance with more than 25% of the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during Premises for the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this business. Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation.10.12

Rent Abatement. Notwithstanding anything In the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for ten (10) consecutive business days or thirty (30) days in any twelve (12) month period, in each case after written notice to Landlord of the applicable event (the "Eligibility Period") as a result of (i) any repair, maintenance or alteration performed by Landlord after the Commencement Date and required by the Lease, which substantially interferes with Tenant's use of the Premises, the Parking Facility and/or the Building that is not the result of a Force Majeure Event, (ii) any failure by Landlord to provide Tenant with services or access to the contrary contained Premises, the Parking Facility and/or the Building, or (iii) because of the presence of Hazardous Materials in, on or around the Premises, the Building or the Site in Section 12.4 violation of Environmental Requirements (other than those brought onto the Premises, Building or Site by Tenant) which pose a health risk to occupants of the Premises that under applicable Environmental Requirements require removal of employees from the Premises (each of the above being an "Abatement Event"), then Tenant's Rent shall be abated or elsewhere 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, the Premises or a portion thereof, in this Leasethe proportion that the rentable area of the portion of the Premises that Tenant is prevented from using, provided no Event and does not use, bears to the total rentable area of Default shall have occurred and be continuingthe Premises. However, in the event that Tenant is unable to use all prevented from conducting, and does not conduct, its business in any portion of the 1270 Space, all Premises for a period of time in excess of the 50 Rock Space or all Eligibility Period, and the remaining portion of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due not sufficient to such condition allow Tenant to effectively conduct its business therein, and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy 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 Rent for the entire Affected Space Premises shall be abated; provided, however, if Tenant reoccupies and conducts its business from any portion of the Premises during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rentperiod, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated Rent allocable to such reoccupied portion, based on a per diem basis with respect the proportion that the rentable area of such reoccupied portion of the Premises bears to the Affected Space (but not as to the balance total rentable area of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after shall be payable by Tenant furnishes the Abatement Notice, and ending on the earlier of (i) from the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationoperations commence.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event if for any reason (other than as a result of Default shall have occurred and be continuing, in the event that a casualty or condemnation or Unavoidable Delay) Tenant is unable to use all 5,000 or more contiguous rentable square feet of any floor comprising a portion of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”)Premises, for the ordinary conduct of Tenant’s 's business due solely as a result of Landlord's breach of an obligation under this Lease to the perform repairs or replacements or Landlord's failure of to provided an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition hereinafter defined), and such condition continues for a period in excess of five (x5) 10 consecutive days if Business Days or more than eight (8) non-consecutive Business Days in any thirty (30) day period and Tenant furnishes a notice to Landlord (the failure "ABATEMENT NOTICE") stating that (i) Tenant's inability to provide use the Premises (or applicable portion thereof ) is solely due to such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy the entire Affected Space Premises (or applicable portion thereof) during such period period, and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or a Tenant Party or as a result of any Unavoidable Delay, then, as Tenant's sole remedy for the loss of use of such space and all other claims arising therefrom, subject to Landlord's obligations as set forth in SECTION 6.1 and SECTION 11.3, Fixed Rent and Additional Rent (other than Additional Rent with respect to utilities or services furnished to Tenant Party, then Fixed Rent, at Tenant's request during the Retail Operating Expense Payment period of untenantability) with respect to the unusable and Tenant’s Tax Payment unused portion of the Premises (the "UNTENANTABLE PREMISES") shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day sixth (6th) or ninth (9th) Business Day, as the case may be, that the Premises (or the 21st day, as applicableapplicable portion thereof) after Tenant furnishes the Abatement Notice, is untenantable and ending on the earlier of (ix) the date Tenant occupies any material reoccupies such portion of the Affected Space which is the subject of such abatement Premises for the ordinary conduct of its business or and (iiy) the date on which such condition is substantially remedied. An “Essential Service” If Tenant is unable to use 5,000 or more contiguous rentable square feet of space as a result of any Unavoidable Delay, and such inability continues for the applicable five (5) consecutive Business Days or eight (8) non-consecutive Business Days, then Tenant shall be entitled to the rent abatement provided in this SECTION 10.12 to the extent that Landlord receives proceeds of rent insurance therefor. As used herein, the term "ESSENTIAL SERVICE" shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure a service which Landlord is obligated under this Lease to provide chilled water during the time periods to Tenant which if not provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water (a) deny access to the Affected Space Premises (or applicable portion thereof) (b) threaten the Music Hall and such chilled water can be provided by Tenant by operation health or safety of any occupant or safety of any occupant of the Premises or (c) materially adversely affect the usage of Premises (or applicable portion thereof) for the ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation's business.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), Premises for the ordinary conduct of Tenant’s 's business due solely to the failure (a) an interruption of an Essential Service (as defined belowhereinafter defined) resulting from Landlord's performance of an improvement to the Building or (b) Landlord's breach of an obligation under this Lease to perform repairs or replacements which results in Landlord's failure to provide an Essential Service, in each case other than as a result of Unavoidable Delays, casualty or condemnation, and such condition continues for a period in excess of 10 consecutive Business Days after (ai) after Tenant furnishes a notice to Landlord (the “"Abatement Notice”") stating that Tenant’s 's inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delaycondition, (bii) Tenant does not actually use or occupy the entire Affected Space Premises during such period for the ordinary conduct of its business and (ciii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Tenant's Tax Payment and Tenant’s Tax 's Operating Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) Business Day after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies reoccupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or Premises, and (iiy) the date on which such condition is substantially remedied. An “"Essential Service” " shall mean only, with respect a service which Landlord is obligated under this Lease to each Affected Spaceprovide to Tenant which if not provided shall (1) effectively deny access to the Premises, (i2) threaten the provision health or safety of electricity pursuant to Section 17.1, any occupants of the Premises or (ii3) prevent the provision usage of water and steam (when seasonably required) in accordance with more than 25% of the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during Premises for the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentation's business.

Rent Abatement. Notwithstanding anything in the Lease or this Sublease to -------------- the contrary contained contrary, and in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuingaddition to any rent abatement to which Sublessee otherwise is entitled, in the event that Tenant Sublessee is unable to use all prevented from using the Premises or any material portion thereof, for five (5) consecutive days or ten (10) days in any twelve (12) month period (the "Eligibility Period") as a result of the 1270 Spacepresence of Hazardous Materials in, all on or around the Premises or the Second Property which (i) are not Hazardous Materials Handled in, on, or under the Premises or the Second Property by Sublessee or Sublessee's agents and (ii) in the determination of the 50 Rock Space or all governmental agency having jurisdiction over such Hazardous Materials poses a health risk to occupants of the Retail Space (eachPremises, an “Affected Space”)then Rents shall be abated after expiration of the Eligibility Period for such time that Sublessee continues to be so prevented from using the Premises or such portion thereof, for in the conduct proportion that the rentable area of Tenant’s business due solely the portion of the Premises that Sublessee is prevented from using bears to the failure total rentable area of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating Premises. However, in the event that Tenant’s inability to use Sublessee is so prevented from so conducting its business in any material portion of the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure Eligibility Period, and the remaining portion of the Premises is not sufficient to provide allow Sublessee to conduct its business therein, then for such Essential Service results time after expiration of the Eligibility Period during which Sublessee is so prevented from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delayconducting its business therein, (b) Tenant does not actually use or occupy Rents for the entire Affected Space Premises shall be abated; provided, however, if Sublessee reoccupies and conducts its business from any portion of the Premises during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rentperiod, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated Rents allocable to such reoccupied portion, based on a per diem basis with respect the proportion that the rentable area of such reoccupied portion of the Premises bears to the Affected Space (but not as to the balance total rentable area of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) shall be payable by Sublessee from the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationoperations commence.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that if Tenant is unable despite its good faith commercially diligent efforts to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), Premises for the ordinary conduct of Tenant’s business due solely to the failure an interruption of an Essential Service (as defined belowhereinafter defined) which Landlord is required to provide hereunder, other than as a result of casualty or condemnation and/or Unavoidable Delay, and such condition continues for a period of longer than five (a5) consecutive Business Days after Tenant furnishes a notice to Landlord (the “Abatement Notice”) identifying the condition and Essential Service which has been interrupted and stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of condition, provided that (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (bi) Tenant does not actually use or occupy the entire Affected Space Premises during such period five (5) consecutive Business Day period, and (cii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment Rent shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for the period (the “Abatement Period”) commencing on the 11th day sixth (or the 21st day, as applicable6th) Business Day after Tenant furnishes delivers the Abatement Notice, Notice to Landlord and ending on the earlier of (ix) the date Tenant occupies any material portion of reoccupies the Affected Space which is the subject of such abatement for the ordinary conduct of its business Premises, or (iiy) the date on which such condition is substantially remedied. An “Essential Service” shall mean onlythe following services, with respect but only to each Affected Space, (i) the provision of electricity extent that Landlord is required to provide such services to Tenant pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), of this Lease and (iii) Landlord’s failure to provide chilled water during if not provided the time periods provided in, absence of such service shall materially and in accordance with adversely affect the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding use of the foregoing, if Landlord shall fail to provide chilled water to Premises for the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation ordinary conduct of Tenant’s Refrigeration Plant, then in lieu business: HVAC service; electrical service; passenger elevator service; and water and sewer service. The foregoing rent abatement shall be the sole and exclusive remedy of any abatement pursuant to this Section 12.5, from and after the 10th day Tenant on account of such failure (interruption or the 20th day lack of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred service and Landlord shall pay Tenant the amounts due have no further liabilities or obligations to Tenant hereunder within thirty (30) days of receiving such documentationon account thereof.

Rent Abatement. Notwithstanding anything to the contrary contained in Section 12.4 above 5.3 or elsewhere in this Lease, if (a) Landlord fails to provide Tenant with the electrical service or elevator service described in Section 5.1, or Landlord's enters the Premises and such entry interferes with Tenant's reasonable use of the Premises (b) such failure or Landlord's entry is not due to any one or more force majeure events or to an event covered by Article 10, (c) Tenant has given Landlord reasonably prompt written or oral notice of such failure or that such entry by Landlord is unreasonably interfering with Tenant's use of the Premises (provided no Event of Default that such notice shall have occurred and not be continuing, required in the event Landlord has actual knowledge that Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within electrical services or elevator service or Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually 's entry is unreasonably interfering with Tenant's use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect to the Affected Space (but not as to the balance of the Premises) for and (d) as a result of such failure all or any part of the period commencing on the 11th day Premises are rendered untenantable (or the 21st dayand, as applicablea result, all or such part of the Premises are not used by Tenant during the applicable period) after for more than five (5) consecutive business days, then Tenant furnishes shall be entitled to an abatement of Rent proportional to the Abatement Noticeextent to which the Premises are thereby rendered unusable by Tenant, and ending on commencing with the earlier later of (i) the date Tenant occupies any material portion of the Affected Space sixth business day during which is the subject of such abatement for the ordinary conduct of its business untenantability continues or (ii) the date on which sixth business day after Landlord receives such condition is substantially remedied. An “Essential Service” shall mean onlynotice from Tenant, with respect to each Affected Space, until the Premises (ior part thereof affected) are again usable or until Tenant again uses the provision of electricity pursuant to Section 17.1, Premises (ii) the provision of water and steam (when seasonably requiredor part thereof rendered unusable) in accordance with the terms set forth in Section 12.1(d)its business, and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed heretowhichever first occurs. The foregoing rental abatement shall be Tenant's exclusive remedy therefor. Notwithstanding the foregoing, if Landlord the provisions of Article 10 below and not the provisions of this subsection shall fail to provide chilled water govern in the event of casualty damage to the Affected Space Premises or Building and the Music Hall provisions of Article 12 below and such chilled water can be provided by Tenant by operation not the provisions of Tenant’s Refrigeration Plant, then this subsection shall govern in lieu the event of any abatement pursuant to this Section 12.5, from and after condemnation of all or a part of the 10th day of such failure (Premises or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationBuilding.

Rent Abatement. Notwithstanding In the event that, any Abatement Event (defined below), shall cause a material and substantial interference with Tenant's use or occupancy of the Building or a material portion thereof for the Agreed Use, and Tenant does not use, the Building or a material portion thereof, then Tenant shall give Landlord notice of such Abatement Event, and if such Abatement Event continues for five (5) consecutive days after Landlord's receipt of any such notice (the "ELIGIBILITY PERIOD"), then Tenant's obligations to pay Base Rent and Additional Rent under Paragraph 2.4, above, shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that there shall continue to exist a material and substantial interference with Tenant's use or occupancy of the Building or a material portion thereof for the Agreed Use and Tenant shall not use the Building or a material portion thereof, in the proportion that the rentable area of the portion of the Premises with respect to which there shall exist a material and substantial interference with Tenant's use of the same for the Agreed Use and which Tenant does not use, bears to the total rentable area of the Premises. If, however, Tenant reoccupies any portion of the Premises during such period, the Base Rent and Additional 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 to Landlord from the date Tenant reoccupies such portion of the Premises. As used herein, "ABATEMENT EVENT" shall mean only: (a) any failure by Landlord to substantially complete the Additional Landlord's Work on or before the Outside Completion Date (defined below); (b) any (i) alteration or construction by Landlord in the Building or the Premises after the Commencement Date, (ii) any repair or maintenance which Landlord is required to perform hereunder and which Landlord fails to perform after the Commencement Date; (c) any failure, for any reason within Landlord's reasonable control, to provide services, utilities or access to the Premises; or (d) the presence of any Hazardous Materials in, on, under or about, the Premises or any portion thereof (or the abatement by Landlord thereof in accordance with Paragraph 3.1.4, below) that were present in, on, under or about the Premises on the Effective Date or that become present in, on, under or about the Premises or any portion thereof at any time after the Effective Date other than as a result of any act or omission of Tenant or any other Tenant's Party. As used herein, the "OUTSIDE COMPLETION DATE" shall mean April 15, 2006; provided, however, that notwithstanding anything to the contrary contained herein, the Outside Completion Date shall be extended on a day for day basis for each day of delay in substantial completion of the material Landlord's Work that is caused by a Tenant Delay or a Qualifying Holdover Delay. Such right to xxxxx Base Rent and Additional Rent under this Paragraph 3.1.4 shall be Tenant's sole and exclusive remedy at law or in equity for an Abatement Event; provided, however, that such right to xxxxx rent (for an Abatement Event) under this Section 12.4 3.1.4 shall not in any manner prohibit the exercise by Tenant of its right to terminate this Lease in accordance with and under Section 1.3.2(b), above or elsewhere (to the extent permitted thereunder); provided, further, however, that if Landlord has not cured any such Abatement Event (other than any Abatement Event described in clause (a), above) within one hundred eighty (180) days after the Landlord's receipt of written notice of the Abatement Event from Tenant, Tenant shall additionally have the right to terminate this Lease, provided no Event Lease during the first five (5) business days of Default each calendar month following the end of such one hundred eighty (180) day period and continuing until such time as Landlord shall have occurred and cured the Abatement Event, which right may be continuing, in the event that Tenant is unable to use all exercised only by delivery of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord (the “Abatement Notice”"ABATEMENT EVENT TERMINATION NOTICE") stating that Tenant’s inability to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period five (5) business-day period, and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment shall be abated on a per diem basis with respect to the Affected Space (but not effective as to the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and the Abatement Event Termination Notice (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord which date shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can not be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within less than thirty (30) days of receiving such documentationnor more than ninety (90) days after the date Tenant delivers the Abatement Event Termination Notice).

Rent Abatement. Notwithstanding anything Except as set forth in this Article 11(i), Landlord shall in no case be liable or in any way be responsible for damages or loss to Tenant arising from the failure of, diminution of or interruption in electrical power, natural gas, fuel, telecommunications services, sewer, water, or garbage collection services, other utility service or building service of any kind to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event that Premises. If Tenant is unable to use all the Premises as contemplated under this Lease, and does not use, the Premises or a substantial portion thereof as a result of a failure of utility services to the 1270 SpacePremises, all of the 50 Rock Space or all of the Retail Space and such failure did not result from a casualty covered by Article 16 below (each, an “Affected SpaceAbatement Event”), then Tenant shall give written notice of such Abatement Event to Landlord. If the Abatement Event continues for the conduct of Tenant’s three (3) consecutive business due solely to the failure of an Essential Service (as defined below) and (a) after Tenant furnishes a notice to Landlord days (the “Abatement NoticePeriod”) stating that after the date of Tenant’s inability written notice to use the Premises is solely due to such condition and such condition continues for a period in excess of (x) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable Delay, (b) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment Base Rent and Tenant’s Tax Payment Additional Rent shall be abated on or reduced after expiration of the Abatement Period, for such time that Tenant continues (as a per diem basis with respect result of the Abatement Event) to be so unable to use, and does not use, the Premises or a substantial 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 Affected Space (but not as to the balance total rentable area of the Premises) for , provided that, subject to the period commencing on foregoing provisions of this subsection, Base Rent and Additional Rent shall be abated completely if the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which Premises that Tenant is prevented from using as a result of the subject of such abatement Abatement Event, and does not use, is so significant as to make it impractical for the ordinary Tenant to conduct of its business or (ii) in the date on which such condition is substantially remedied. An “Essential Service” shall mean onlyPremises and Tenant does not, with respect to each Affected Spacein fact, (i) for that reason, conduct its business in the provision of electricity pursuant to Section 17.1, (ii) the provision of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water to the Affected Space or the Music Hall and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. Tenant shall provide Landlord with reasonable supporting documentation of such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationPremises.

Rent Abatement. Notwithstanding anything SECTION 14.1 above, to the contrary contained in Section 12.4 above or elsewhere in this Lease, provided no Event of Default shall have occurred and be continuing, in the event extent that Tenant is unable to use all of the 1270 Space, all of the 50 Rock Space or all of the Retail Space (each, an “Affected Space”), for the conduct of Tenant’s business due solely to the failure of an Essential Service (as defined below) and (a) such interruption of service is within Landlord's or Agent's reasonable control, and (b) such interruption of service renders the Premises or any portion of the Premises untenantable for a period of five (5) consecutive business days after Landlord receives written notice from Tenant furnishes a notice of such interruption of service, Base Rent and Tenant's Proportionate Share of CAM Charges shall xxxxx with respect to Landlord the area which is affected for each such consecutive day after said five (the “Abatement Notice”5) stating business day period that Tenant’s inability to use such area of the Premises is solely so rendered until such service is restored (the "Abatement"). The Abatement shall equal the Base Rent and Tenant's Proportionate Share of CAM Charges due for the period of the interruption with respect to the square footage affected. In addition, Tenant shall receive a credit for the Base Rent and Tenant's Proportionate Share of CAM Charges paid by Tenant prior to said fifth (5th) business day, but after the second (2nd) business day of interruption with respect to the square footage affected. Provided, however, to the extent that such condition and such condition interruption is caused or continues for as a period in excess result of (xi) 10 consecutive days if the failure to provide such Essential Service results from a circumstance within Landlord’s control or (y) 20 consecutive days if the failure to provide such Essential Service results from an Unavoidable DelayForce Majeure, (bii) Tenant does not actually use or occupy the entire Affected Space during such period and (c) such condition has not resulted from the negligence or willful misconduct of Tenant, its agents, employees, contractors, subtenants, invitees or assignees, or (iii) any other cause outside Landlord's or Agent's reasonable control, Tenant or shall not be entitled to any Tenant Party, then Fixed Rent, the Retail Operating Expense Payment and Tenant’s Tax Payment abatement hereunder. The Premises shall be abated on a per diem basis with respect to considered untenantable if Tenant does not use the Affected Space (but not as to Premises or portion thereof affected in the balance of the Premises) for the period commencing on the 11th day (or the 21st day, as applicable) after Tenant furnishes the Abatement Notice, and ending on the earlier of (i) the date Tenant occupies any material portion of the Affected Space which is the subject of such abatement for the ordinary conduct of its normal business or (ii) the date on which such condition is substantially remedied. An “Essential Service” shall mean only, with respect to each Affected Space, (i) the provision operations as a result of electricity pursuant to Section 17.1, (ii) the provision said interruption of water and steam (when seasonably required) in accordance with the terms set forth in Section 12.1(d), and (iii) Landlord’s failure to provide chilled water during the time periods provided in, and in accordance with the provisions of, Exhibit D-1 and Exhibit D-2 annexed hereto. Notwithstanding the foregoing, if Landlord shall fail to provide chilled water service to the Affected Space or the Music Hall Premises. It is agreed and such chilled water can be provided by Tenant by operation of Tenant’s Refrigeration Plant, then in lieu of any abatement pursuant to this Section 12.5, from and after the 10th day of such failure (or the 20th day of such failure, if such failure was due to an Unavoidable Delay), Landlord shall pay to Tenant an amount equal to the actual cost incurred by Tenant to operate its Refrigeration Plant which Tenant would not have otherwise incurred but for Landlord’s failure to provide said chilled water as an Essential Service. understood that Tenant shall provide not use nor be entitled to use the Premises or portion thereof affected to conduct its normal business operations during any day for which Landlord with is obligated to xxxxx rent hereunder. The abatement herein provided shall be Tenant's sole and exclusive remedy for interruption of service. Landlord agrees to use its reasonable supporting documentation of efforts to restore such costs incurred and Landlord shall pay Tenant the amounts due to Tenant hereunder within thirty (30) days of receiving such documentationutility service as soon as possible.