Common use of Rental Abatement Clause in Contracts

Rental Abatement. Except to the extent of (a) amounts held by the Trustee in the Base Rental Payment Fund or the Reserve Fund, (b) amounts received in respect of use and occupancy insurance, and (c) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificates, during any period in which, by reason of material damage, destruction, title defect or condemnation there is substantial interference with the use and possession by the City of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental Payments, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify the Trustee in writing of the amount of any such abatement. The City shall calculate the remaining fair rental value. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 hereof, for purposes of determining the fair rental value available to pay Base Rental Payments, fair rental value of the Leased Property shall first be allocated to this Sublease as provided in clause (d) of Section 2.04 hereof. Any abatement of rental payments pursuant to this Section shall not be considered an event of default as defined in Article X hereof. The City waives the benefits of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this Sublease by virtue of any such interference and this Sublease shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insurance, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property.

Rental Abatement. (a) To the extent described below, the amount of Base Rental Payments and Additional Rental due hereunder shall be abated during any period in which by reason of delay in the completion of the Parking Facility beyond 1, 20 there is substantial interference with the City’s use and occupancy of the Leased Premises. The amount of such abatement shall be such that the resulting Base Rental Payments and Additional Payments do not exceed the annual fair rental value (as determined by an certified real estate appraiser selected by the City, who may be an employee of the City) for the use and occupancy of the Site and the completed portions of the Parking Facility made available to the City. Any such abatement pursuant to this Section 6.04(a) shall continue until the Parking Facility is substantially complete and made available for beneficial use and occupancy by the City.. Notwithstanding the foregoing, the City shall remain obligated to make Base Rental Payments and Additional Payments hereunder to the extent there are proceeds of any completion or performance bonds or moneys paid to the City by the contractors or any other person as liquidated damages as a result of any defect or delay in completion of the Project or to the extent that amounts in the Revenue Fund and the Capitalized Interest Fund are available to pay Base Rental Payments which would otherwise be abated under this Section 6.04(a). Any amounts received by the City as liquidated damages shall be deposited by the City immediately upon receipt in the Revenue Fund to the extent necessary to pay the principal and interest on the Series 2017 Bonds to the expected completion date of the Parking Facility. (b) Except to the extent of (ai) amounts held by the Trustee in the Base Rental Payment Fund Interest Account or Principal Account of the Reserve Revenue Fund, (bii) amounts received in respect of use and occupancy insurance, and (ciii) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Bonds, during any period in which, by reason of material damage, destruction, title defect or condemnation condemnation, there is substantial interference with the use and possession occupancy by the City of any portion of the Leased PropertyPremises, rental payments due hereunder with respect to the Leased Property Premises shall be abated to the extent that the annual fair rental value of the portion of the Leased Property Premises in respect of which there is no substantial interference is less than the annual Base Rental PaymentsPayments and Additional Rental, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify In the Trustee in writing case of abatement relating to the Leased Premises, the amount of annual rental abatement shall be such that the resulting Base Rental Payments in any Lease Year during which such abatement. The City shall calculate interference continues, excluding any amounts described in clauses (i), (ii), (iii) above, do not exceed the remaining annual fair rental value. In value for each Lease Year of the event the City shall assign, transfer or sublease any or all portions of the Leased Property or other rights hereunderPremises with respect to which there has not been substantial interference, as permitted evidenced by Section 2.04 hereof, for purposes a certificate of determining the fair rental value available to pay Base Rental Payments, fair rental value an Authorized Representative of the Leased Property shall first be allocated to this Sublease as provided in clause (d) of Section 2.04 hereof. Any abatement of rental payments pursuant to this Section shall not be considered an event of default as defined in Article X hereof. The City waives the benefits of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this Sublease by virtue of any such interference and this Sublease shall continue in full force and effectCity. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the restoration of the Leased Premises or portion thereof to tenantable condition or correction of title defect or substantial completion of the work of repair or replacement of the portions of the Leased Property Premises so damaged, destroyed, defective or condemned. (c) In the event the City shall assign, transfer or sublease any or all of the Leased Premises or other rights hereunder, as permitted by Section 3.04(b) hereof, for purposes of determining the annual fair rental value available to pay Base Rental Payments and Additional Rental, annual fair rental value of the Leased Premises shall first be allocated to this Lease as provided in clause (iv) of Section 3.04(b) hereof. (d) Any abatement of rental payments pursuant to this Section shall not be considered an Event of Default as defined in Article XI hereof, but shall result in the extension of the Expiry Date by a period equal to the period of abatement for which Base Rental Payment has not been paid in full (but in no event later than 10 years after the then existing Expiry Date), and Base Rental Payment for such extension period shall be equal to the unpaid Base Rental Payments during the period of abatement but without interest thereon. The City waives the benefits of California Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Lease by virtue of any such interference and this Lease shall continue in full force and effect. (e) In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property Premises and the City is unable to repair, replace or rebuild the Leased Property Premises from the proceeds of insuranceNet Proceeds, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased PropertyPremises. (f) The City hereby acknowledges and agrees that during any period of abatement with respect to all or any part of the Leased Premises, the Trustee on behalf of the City shall use the proceeds of use and occupancy insurance to make payments of principal and interest on the Bonds. (g) The City has the option, but not the obligation, to deliver Substituted Property for all or a portion of the Leased Premises pursuant to Section 3.06 hereof during any period of abatement.

Rental Abatement. Except to the extent of (a) amounts held by the Trustee Except as otherwise specifically provided in the Base Rental Payment Fund or the Reserve Fund, (b) amounts received in respect of use and occupancy insurance, and (c) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthis Section, during any period in which, by reason of material damagedamage to, destruction, title defect or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and possession by the City of occupy any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property Rental Payments shall be abated to proportionately, and the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental Payments, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify the Trustee in writing of the amount of any such abatement. The City shall calculate the remaining fair rental value. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 hereof, for purposes of determining the fair rental value available to pay Base Rental Payments, fair rental value of the Leased Property shall first be allocated to this Sublease as provided in clause (d) of Section 2.04 hereof. Any abatement of rental payments pursuant to this Section shall not be considered an event of default as defined in Article X hereof. The City waives the benefits of California Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Lease Agreement by virtue of any such interference interference, and this Sublease Lease Agreement shall continue in full force and effect. The City and the Authority shall, in a reasonable manner and in good faith, determine the amount of such abatement; provided, however, that the Rental Payments due for any Rental Period shall not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period, taking into account, during the Resort Bonds Lease Term, the tenancies therein granted pursuant to the Resort Bonds Site Lease and the Resort Bonds Lease Agreement. The City and the Authority shall provide the Trustee and the Insurer with a certificate setting forth the amount of abatement and the basis therefor. Such abatement shall continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or condemnation and destruction of the Property, ending with the substantial completion of the work of repair or replacement of the portions Property, or the portion thereof so damaged or destroyed. (b) Notwithstanding the foregoing (i) to the extent that moneys are available for the payment of Rental Payments in any of the Leased Property so damagedfunds and accounts established under the Indenture, destroyedincluding the Reserve Fund, defective or condemned. In the event that rental is abated, Rental Payments shall not be abated as provided in whole or in part, pursuant to subsection (a) of this Section due to damagebut, destructionrather, title defect or condemnation of any part of the Leased Property and shall be payable by the City is unable as a special obligation payable solely from said funds and accounts, and (ii) to repairthe extent that Net Proceeds of rental interruption insurance are available for the payment of Rental Payments, replace or rebuild the Leased Property from the proceeds Rental Payments shall not be abated as provided in subsection (a) of insurancethis Section but, if anyrather, shall be payable by the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Propertyas a special obligation payable solely from such Net Proceeds.

Rental Abatement. (a) Except to the extent of (ai) amounts held by the Trustee in the Base Rental Payment Fund Interest Account or Principal Account of the Reserve Revenue Fund, (bii) amounts received in respect of use and occupancy insurance, and (ciii) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Bonds, during any period in which, by reason of material damage, destruction, title defect or condemnation condemnation, there is substantial interference with the use and possession occupancy by the City of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental PaymentsPayments and Additional Rental, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify In the Trustee in writing case of abatement relating to the Leased Property, the amount of annual rental abatement shall be such that the resulting Base Rental Payments in any Lease Year during which such abatement. The City shall calculate interference continues, excluding any amounts described in clauses (i), (ii), (iii) above, do not exceed the remaining annual fair rental valuevalue for each Lease Year of the portions of the Leased Property with respect to which there has not been substantial interference, as evidenced by a certificate of an Authorized Representative of the City. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the restoration of the Leased Property or portion thereof to tenantable condition or correction of title defect or substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 3.04(b) hereof, for purposes of determining the annual fair rental value available to pay Base Rental PaymentsPayments and Additional Rental, annual fair rental value of the Leased Property shall first be allocated to this Sublease Lease as provided in clause (div) of Section 2.04 3.04(b) hereof. . (b) Any abatement of rental payments pursuant to this Section shall not be considered an event Event of default Default as defined in Article X XI hereof, but shall result in the extension of the Expiry Date by a period equal to the period of abatement for which Base Rental Payment has not been paid in full (but in no event later than 10 years after the then existing Expiry Date), and Base Rental Payment for such extension period shall be equal to the unpaid Base Rental Payments during the period of abatement but without interest thereon. The City waives the benefits of California Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Lease by virtue of any such interference and this Sublease Lease shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. . (c) In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insuranceNet Proceeds, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property. (d) The City hereby acknowledges and agrees that during any period of abatement with respect to all or any part of the Leased Property, the Trustee on behalf of the City shall use the proceeds of use and occupancy insurance to make payments of principal and interest on the Bonds. (e) The City has the option, but not the obligation, to deliver Substituted Property for all or a portion of the Leased Property pursuant to Section 3.06 hereof during any period of abatement.

Rental Abatement. Except to the extent of (a) amounts held by the Trustee in the Base Rental Payment Fund or the Reserve Debt Service Fund, (b) amounts received in respect of use and occupancy insurance, and (c) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Note, the Note Purchase Agreement or for other Additional Payments, during any period in which, by reason of material damage, destruction, title defect or condemnation there is substantial interference with the use and possession by the City of any portion of the Leased Property, rental payments Rental Payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental Payments and Additional Payments, in which case rental payments Rental Payments shall be abated only by an amount equal to the difference. The City shall notify difference between the Trustee in writing annual fair rental value of the Leased Property and the amount of any such abatement. The City shall calculate the remaining fair rental valueRental Payments. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 hereof, for purposes of determining the annual fair rental value available to pay Base Rental Payments, annual fair rental value of the Leased Property shall first be allocated to this Sublease Lease Agreement as provided in clause subsection (d) of Section 2.04 hereof. Any abatement of rental payments Rental Payments pursuant to this Section shall not be considered an event of default as defined in Article X hereof. The City waives the benefits of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Lease Agreement by virtue of any such interference and this Sublease Lease Agreement shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event that rental is Rental Payments are abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insuranceNet Proceeds, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property.

Rental Abatement. Except to the extent of (a) amounts held by the Trustee in the Base Rental Payment Fund or the Reserve Revenue Fund, (b) amounts received in respect of use and occupancy rental interruption insurance, and (c) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Bonds, during any period in which, by reason of material damage, destruction, title defect defect, or condemnation condemnation, there is substantial interference with the use and possession by the City of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental Payments, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify the Trustee in writing of the amount of any such abatement. The City shall calculate the remaining fair rental value. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 hereof, for purposes of determining the annual fair rental value available to pay Base Rental Payments, annual fair rental value of the Leased Property shall first be allocated to this Sublease Facility Lease as provided in clause (d) of Section 2.04 hereof. Any abatement of rental payments pursuant to this Section shall not be considered an event Event of default Default as defined in Article X hereof. The City waives the benefits of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Facility Lease by virtue of any such interference and this Sublease Facility Lease shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insurance, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property.

Rental Abatement. (a) Except to the extent of (ai) amounts held by the Trustee in the Base Rental Payment Interest Account, Principal Account or Reserve Fund or of the Reserve Revenue Fund, (bii) amounts received in respect of use and occupancy insurance, and (ciii) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Bonds, during any period in which, by reason of material damage, destruction, title defect or condemnation condemnation, there is substantial interference with the use and possession occupancy by the City of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental PaymentsPayments and Additional Rental, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify In the Trustee in writing case of abatement relating to the Leased Property, the amount of annual rental abatement shall be such that the resulting Base Rental Payments in any Lease Year during which such abatement. The City shall calculate interference continues, excluding any amounts described in clauses (i), (ii), (iii) above, do not exceed the remaining annual fair rental valuevalue for each Lease Year of the portions of the Leased Property with respect to which there has not been substantial interference, as evidenced by a certificate of an Authorized Representative of the City. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the restoration of the Leased Property or portion thereof to tenantable condition or correction of title defect or substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 3.04(b) hereof, for purposes of determining the annual fair rental value available to pay Base Rental PaymentsPayments and Additional Rental, annual fair rental value of the Leased Property shall first be allocated to this Sublease Lease as provided in clause (div) of Section 2.04 3.04(b) hereof. . (b) Any abatement of rental payments pursuant to this Section shall not be considered an event Event of default Default as defined in Article X hereof, but shall result in the extension of the Expiry Date by a period equal to the period of abatement for which Base Rental Payment has not been paid in full (but in no event later than 10 years after the then existing Expiry Date), and Base Rental Payment for such extension period shall be equal to the unpaid Base Rental Payments during the period of abatement but without interest thereon. The City waives the benefits of California Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Lease by virtue of any such interference and this Sublease Lease shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. . (c) In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insuranceNet Proceeds, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property. (d) The City hereby acknowledges and agrees that during any period of abatement with respect to all or any part of the Leased Property, the Trustee on behalf of the City shall use the proceeds of use and occupancy insurance and moneys on deposit in the Reserve Fund to make payments of principal and interest on the Bonds. (e) The City has the option, but not the obligation, to deliver Substituted Property for all or a portion of the Leased Property pursuant to Section 3.06 hereof during any period of abatement.

Rental Abatement. (a) Except to the extent of (ai) amounts held by the Trustee in the Base Rental Payment Fund Interest Account, or Principal Account of the Reserve Revenue Fund, (bii) amounts received in respect of use and occupancy insurance, and (ciii) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Bonds, during any period in which, by reason of material damage, destruction, title defect or condemnation condemnation, there is substantial interference with the use and possession occupancy by the City of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental PaymentsPayments and Additional Rental, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify In the Trustee in writing case of abatement relating to the Leased Property, the amount of annual rental abatement shall be such that the resulting Base Rental Payments in any Lease Year during which such abatement. The City shall calculate interference continues, excluding any amounts described in clauses (i), (ii), (iii) above, do not exceed the remaining annual fair rental valuevalue for each Lease Year of the portions of the Leased Property with respect to which there has not been substantial interference, as evidenced by a certificate of an Authorized Representative of the City. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the restoration of the Leased Property or portion thereof to tenantable condition or correction of title defect or substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 3.04(b) hereof, for purposes of determining the annual fair rental value available to pay Base Rental PaymentsPayments and Additional Rental, annual fair rental value of the Leased Property shall first be allocated to this Sublease Facility Lease as provided in clause (div) of Section 2.04 3.04(b) hereof. . (b) Any abatement of rental payments pursuant to this Section shall not be considered an event Event of default Default as defined in Article X hereof, but shall result in the extension of the Expiry Date by a period equal to the period of abatement for which Base Rental Payment has not been paid in full (but in no event later than April 1, 2033), and Base Rental Payment for such extension period shall be equal to the unpaid Base Rental Payments during the period of abatement but without interest thereon. The City waives the benefits of California Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Facility Lease by virtue of any such interference and this Sublease Facility Lease shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. . (c) In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insuranceNet Proceeds, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property. (d) The City hereby acknowledges and agrees that during any period of abatement with respect to all or any part of the Leased Property, the Trustee on behalf of the City shall use the proceeds of use and occupancy insurance and moneys on deposit in the Insurance and Condemnation Fund and the Revenue Fund to make payments of principal and interest on the Bonds. (e) The City has the option, but not the obligation, to deliver Substituted Property for all or a portion of the Leased Property pursuant to Section 3.06 hereof during any period of abatement.

Rental Abatement. Except to the extent of (a) amounts held by the Trustee in the Base Rental Payment Debt Service Fund or the Reserve Fund, (b) amounts received in respect of use and occupancy insurance, and (c) amounts, if any, otherwise legally available to the Trustee for payments in respect of any Certificatesthe Bonds, during any period in which, by reason of material damage, destruction, title defect or condemnation there is substantial interference with the use and possession by the City of any portion of the Leased Property, rental payments due hereunder with respect to the Leased Property shall be abated to the extent that the annual fair rental value of the portion of the Leased Property in respect of which there is no substantial interference is less than the annual Base Rental Payments and Additional Payments, in which case rental payments shall be abated only by an amount equal to the difference. The City shall notify the Trustee in writing of the amount of any such abatement. The City shall calculate the remaining fair rental value. In the event the City shall assign, transfer or sublease any or all of the Leased Property or other rights hereunder, as permitted by Section 2.04 hereof, for purposes of determining the annual fair rental value available to pay Base Rental Payments and Additional Payments, annual fair rental value of the Leased Property shall first be allocated to this Sublease Lease Agreement as provided in clause (d) of Section 2.04 hereof. Any abatement of rental payments pursuant to this Section shall not be considered an event of default as defined in Article X hereof. The City waives the benefits of Civil Code Sections 1932(2) and 1933(4) and any and all other rights to terminate this Sublease Lease Agreement by virtue of any such interference and this Sublease Lease Agreement shall continue in full force and effect. Such abatement shall continue for the period commencing with the date of such damage, destruction, title defect or condemnation and ending with the substantial completion of the work of repair or replacement of the portions of the Leased Property so damaged, destroyed, defective or condemned. In the event that rental is abated, in whole or in part, pursuant to this Section due to damage, destruction, title defect or condemnation of any part of the Leased Property and the City is unable to repair, replace or rebuild the Leased Property from the proceeds of insuranceNet Proceeds, if any, the City agrees to apply for and to use its best efforts to obtain any appropriate state and/or federal disaster relief in order to obtain funds to repair, replace or rebuild the Leased Property.