Common use of Offset Right Clause in Contracts

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (“Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.

Offset Right. Notwithstanding anything to the contrary contained herein, Landlord acknowledges that if Landlord fails to timely fulfill its obligation pay any portion of the Tenant Improvement Allowance as and when it is obligated to fund any do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deliver deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (“Payment Notice”30) thereof days after Landlord’s receipt of such written notice from Tenant, a written objection to Landlord the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and to any mortgage or trust deed holder until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Building whose identity and address have been previously provided Lease; provided, however, Tenant shall be entitled to Tenant. If Landlord still fails offset any undisputed amounts set forth in the written notice from Tenant (subject to fulfill any such obligation the foregoing 40% limitation) within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice from Tenant same. Building F and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due Amenities Building Building F and payable by Landlord Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Building F and Amenities Building Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • ▇▇▇▇▇ ▇▇▇▇ LaSalle Building F and Amenities Building Building F and Amenities Building This LEASE COMMENCEMENT CERTIFICATE (“Refusal NoticeCertificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), Tenant shall be entitled to offset the amount so fundedand ________________, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against a _______________ (“Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice”), and if is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are not able in the condition called for by the Lease (including the Work Letter), subject to agree latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa ▇▇▇▇▇ upon its sign-off on the amounts building permit for the Buildings, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building F and Amenities Building [NTD: Paragraphs 3 through 8 to be so paid by Landlord, completed only if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement the determination of the parties or rentable square footage of the Leased Premises pursuant to a final, non-appealable order issued by a court Paragraph 2.1(b) of competent jurisdiction.the Lease results in rentable square footages different than those set forth in Article 1 of the Lease]

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance and/or Additional Allowance, Tenant shall be entitled to deliver notice (“"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's reasons that Landlord believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s 's next obligations to pay Base Rent; provided, however, that no more than fifty percent (50%) of the Base Rent may be offset in any given month; provided further, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s 's receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdictionJAMS Arbitration.

Offset Right. Notwithstanding anything to the contrary contained herein, Landlord acknowledges that if Landlord fails to timely fulfill its obligation pay any portion of the Tenant Improvement Allowance as and when it is obligated to fund any do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deliver deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (“Payment Notice”30) thereof days after Landlord’s receipt of such written notice from Tenant, a written objection to Landlord the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and to any mortgage or trust deed holder until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Building whose identity and address have been previously provided Lease; provided, however, Tenant shall be entitled to Tenant. If Landlord still fails offset any undisputed amounts set forth in the written notice from Tenant (subject to fulfill any such obligation the foregoing 40% limitation) within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord same. Building E Building E Building E Building E Building F: Building E Building E Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • ▇▇▇▇▇ ▇▇▇▇ LaSalle Building E Building E This LEASE COMMENCEMENT CERTIFICATE (“Refusal NoticeCertificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), Tenant shall be entitled to offset the amount so fundedand ________________, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against a _______________ (“Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice”), and if is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that: 1. Tenant has accepted possession of the Leased Premises and formally accepts the same and acknowledges that the Leased Premises are not able in the condition called for by the Lease (including the Work Letter), subject to agree latent defects, and subject to the punch list items noted by Landlord’s architect or by the City of Santa ▇▇▇▇▇ upon its sign-off on the amounts building permit for the Building, as listed on Schedule 1 attached hereto. 2. the Lease Commencement Date as defined in Paragraph 2.3 of the Lease is __________, 201_, 3. the rentable square footage of the Leased Premises is ________________, and 4. Tenant’s Building Share is __.__%, 5. Tenant’s Project Share is __.__%, 6. the Tenant Improvement Allowance is $______________, 7. the Additional Tenant Improvement Allowance is $______________, and 8. the schedule of Base Monthly Rent is: Months 1-12 $_______.__ Months 13-24 $_______.__ Months 25-36 $_______.__ Months 37-48 $_______.__ Months 49-60 $_______.__ Months 61-72 $_______.__ Months 73-84 $_______.__ Months 85-96 $_______.__ Months 97-108 $_______.__ Months 109-120 $_______.__ Months 121-132 $_______.__ Building E [NTD: Paragraphs 3 through 8 to be so paid by Landlord, completed only if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement the determination of the parties or rentable square footage of the Leased Premises pursuant to a final, non-appealable order issued by a court Paragraph 2.1(b) of competent jurisdiction.the Lease results in rentable square footages different than those set forth in Article 1 of the Lease]

Offset Right. Notwithstanding anything to the contrary contained herein, if If Landlord wrongfully fails to timely fulfill its obligation to fund disburse any portion amount of the Tenant Improvement AllowanceAllowance owing to Tenant pursuant to Section 2.2.2 above, then Tenant shall be entitled have the right to deliver notice pay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Landlord shall reimburse Tenant for the amount so paid within five (“Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (205) business days after LandlordTenant’s receipt submission to Landlord of the Payment Notice from Tenant and if receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to deliver notice to reimburse Tenant within such twenty five (205) business day period explaining Landlord’s reasons that Landlord believes that period, then Tenant may withhold from future Rentals due under the amounts described Lease the sum owed Tenant, until Tenant is reimbursed in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset full for the amount so funded, together with sum plus interest at the Interest Rate from Rate. Notwithstanding the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicableforegoing, Tenant shall not be entitled deliver notice to such offset until such default is cured. If Landlord delivers (and any Security Holder of which Tenant has been given notice) a Refusal Noticewritten notice of Tenant’s intent to pay the Contractor, and if Landlord and Tenant are not able to agree on the amounts to be so paid by LandlordArchitect or other consultants, if anyas the case may be, within directly as provided above at least ten (10) business days after Tenantprior to making any such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written objection before the expiration of such ten (10) business day notice period, (a) setting forth with reasonable particularity Landlord’s receipt reasons for its claim that Landlord is not required to make the disbursement of a Refusal Noticethe Tenant Improvement Allowance and (b) submitting the dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentence, then Tenant shall not be entitled to offset exercise such amount against Rent rights unless and until such dispute is finally resolved by mutual agreement the Arbitrator (as defined in Paragraph 34.2 of the parties or pursuant Lease) determines that Tenant has the right to a final, non-appealable order issued by a court of competent jurisdictionexercise such rights.

Offset Right. Notwithstanding anything If Landlord shall fail to pay any amounts due with respect to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Base Building Allowance, Tenant shall be entitled to deliver notice the Space Planning Allowance, the TI Allowance, the Supplemental Allowance, or the Latent Defect Costs (such amounts being called “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal NoticePast Due Amounts”), Tenant may offset the Past Due Amounts against Base Rent and Additional Rent only if Tenant first obtains (i) a judgment for recovery of the Past Due Amounts in a court of competent jurisdiction which is no longer subject to appeal, (ii) a determination that the Past Due Amounts are owing by Landlord in an arbitration conducted pursuant to the following provisions of this Section 3.5(e), or (iii) a written acknowledgment by Landlord that Landlord does not contest that the Past Due Amounts are owing. Any offset which Tenant is entitled to take pursuant to this Section 3.5(e) shall include interest on the Past Due Amounts from the due date at a per annum rate equal to 3% plus the prime rate of Bank of America (or any successor) in effect from time to time. Without limiting Tenant’s remedies for Landlord’s failure to pay any Past Due Amounts, Tenant may submit a claim for the Past Due Amounts to binding arbitration in accordance with the following provisions. Such arbitration shall be entitled conducted by a single disinterested arbitrator having not less than ten years’ experience in the operation, maintenance and leasing of commercial real estate to offset be selected and held by the amount so fundedAmerican Arbitration Association in Boston, together Massachusetts in accordance with interest at its expedited commercial rules and regulations then in effect. Landlord and Tenant shall use diligent good faith efforts to complete the Interest Rate from arbitration within 30 days following the date Landlord was obligated submission of the claim to pay such amount until arbitration. The determination of the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord arbitrator shall be obligated to immediately disburse to Tenant conclusive upon the parties and judgment upon the same may be entered in any undisputed amountscourt having jurisdiction. However, if Tenant is The party which does not prevail in default under the arbitration as determined by the arbitrator shall pay for the arbitrator and related costs of the arbitration (but not the attorneys’ fees of the prevailing party). Except as provided in this Section 19.1 of this Lease at the time that such offset would otherwise be applicable3.5(e), Tenant shall not be entitled have any right of offset with respect to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts owing or claimed to be so paid owing by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Landlord to Tenant shall not be entitled with respect to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdictionany Past Due Amounts.

Offset Right. Notwithstanding anything to the contrary contained herein, Landlord acknowledges that if Landlord fails to timely fulfill its obligation to fund pay any portion of the Tenant Improvement AllowanceAllowance as and when required under this Amendment, Tenant shall be entitled and Landlord thereafter fails to deliver notice (“Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder pay such portion of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation Improvement Allowance within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice a written notice from Tenant and if Landlord fails describing Landlord's failure to deliver notice to Tenant within pay such twenty (20) business day period explaining Landlord’s reasons that Landlord believes that portion of the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”)Allowance, then Tenant shall be entitled to offset deduct from Base Rent payable by Tenant under this Lease, the amount so fundedset forth in such written notice from Tenant, together with interest at provided that such notice shall include on the Interest Rate from first page thereof in bold, capitalized text, the date Landlord was obligated to pay such amount until following language: “NOTICE: YOUR FAILURE TO RESPOND TO THIS NOTICE WITHIN THIRTY (30) DAYS SHALL ENTITLE TENANT TO EXERCISE A RIGHT OF OFFSET AGAINST BASE RENT.” Notwithstanding the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. Howeverforegoing, if Tenant is in default Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable par Second Amendment to 100 Potrero Lease ticularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made or that proper documentation as required under Section 19.1 of this Lease at the time that such offset would otherwise be applicable8(d) hereof has not been submitted), then Tenant shall not then be entitled to make such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against deduction from Base Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable an order issued by a court of competent jurisdictionjurisdiction with respect to which any appeal period has expired without an appeal having been filed; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant which are not paid by Landlord within thirty (30) days after Landlord’s receipt of such notice.

Offset Right. Notwithstanding anything to the contrary contained herein, if If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (“the "Payment Notice”") thereof to Landlord Landlord, Landlord's Mortgagee and to any other mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s 's proper good-faith reasons that Landlord ▇▇▇▇▇▇▇▇ believes that the amounts described in Tenant’s 's Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so fundedowed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and ▇▇▇▇▇▇▇▇ fails to pay such undisputed amount as required by the next succeeding sentence, together the undisputed amount so owed to Tenant) with interest at the Interest Rate from the date Landlord was obligated to pay such amount due until the date of offset, against Tenant’s ▇▇▇▇▇▇'s next obligations to pay Rent; provided. Notwithstanding the foregoing, howeverLandlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant's Payment Notice, in order for the Refusal Notice to be valid, Landlord shall be obligated pay to immediately disburse to Tenant any Tenant, concurrently with the delivery of the Refusal Notice, the undisputed amountsportion of the amount set forth in the Payment Notice. However, if Tenant is in has received notice of a monetary default under Section 19.1 of this the Lease (that then remains uncured) at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s ▇▇▇▇▇▇'s receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the terms of Section 7.6 of this Work Letter. If Tenant prevails in any such arbitration, Tenant shall not be entitled to apply such award with interest at the Interest Rate from the date due until the date of offset such amount as a credit against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant Tenant's obligations to a final, non-appealable order issued by a court of competent jurisdictionpay Rent.

Offset Right. Notwithstanding anything to the contrary contained herein, Landlord acknowledges that if Landlord fails to timely fulfill its obligation pay any portion of the Tenant Improvement Allowance as and when it is obligated to fund any do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deliver deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (“Payment Notice”30) thereof days after Landlord’s receipt of such written notice from Tenant, a written objection to Landlord the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and to any mortgage or trust deed holder until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Building whose identity and address have been previously provided Lease; provided, however, Tenant shall be entitled to Tenant. If Landlord still fails offset any undisputed amounts set forth in the written notice from Tenant (subject to fulfill any such obligation the foregoing 40% limitation) within twenty thirty (2030) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amountssame. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.▇▇▇▇▇▇▇▇ ▇

Offset Right. Notwithstanding anything to the contrary contained herein, if Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance, Tenant shall be entitled to deliver notice (“"Payment Notice”") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord’s reasons that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“"Refusal Notice”"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved by mutual agreement of the parties or pursuant to a final, non-appealable order issued by a court of competent jurisdiction.