Common use of Interruption of Services Clause in Contracts

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Tenant agrees that Landlord (a) If, due to a Force Majeure Event, AXP or an AXP Service Provider is unable, wholly or partially, to perform its obligations hereunder, then AXP shall not be liable relieved of liability and shall suffer no prejudice for failing to perform or comply during the continuance and to the extent of such whole or partial inability to perform its obligations hereunder so caused by such Force Majeure Event; provided, that, (i) AXP gives Ameriprise prompt notice, written or oral (but if oral, promptly confirmed in damages, by abatement writing) of Rent such whole or otherwise, for failure partial inability to furnish or delay in furnishing any service, or for any diminution perform its obligations hereunder and a reasonably detailed description of the cause thereof and (ii) in the quality or quantity thereof, when event such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by partial inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of perform its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, hereunder is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the AXP's or such AXP Service Failure that has been caused by Landlord’s act Provider's capacity or omission similar limitations, with respect to matters within Landlord’s control (“Controlled the allocation of such limited resources, Ameriprise and its Affiliates shall be treated no less favorably by AXP or such AXP Service Failure”)Provider than AXP or any Affiliate of AXP. If AXP fails to promptly give notice of such Force Majeure Event, then TenantAXP shall only be relieved from such performance or compliance from and after the giving of such notice. AXP shall or shall cause the applicable AXP Service Provider(s) to use its reasonable best efforts to remedy the situation caused by such Force Majeure Event and remove, so far as possible and with reasonable timeliness, the cause of its sole remedyinability to perform or comply. AXP shall give Ameriprise prompt notice of the cessation of the Force Majeure Event. (b) If, due to a Force Majeure Event, Ameriprise or an Ameriprise Service Provider is unable, wholly or partially, to perform its obligations hereunder, then Ameriprise shall be entitled relieved of liability and shall suffer no prejudice for failing to receive an abatement of Rent payable hereunder perform or comply during the period beginning on continuance and to the sixth extent of such whole or partial inability to perform its obligations hereunder so caused by such Force Majeure Event; provided, that, (61 i) consecutive business day Ameriprise gives AXP prompt notice, written or oral (but if oral, promptly confirmed in writing) of such whole or partial inability to perform its obligations hereunder and a reasonably detailed description of the Controlled cause thereof and (ii) in the event such whole or partial inability to perform its obligations hereunder is a result of Ameriprise's or such Ameriprise Service Failure Provider's capacity or similar limitations, with respect to the allocation of such limited resources, AXP and ending on the day the service has been restoredits Affiliates shall be treated no less favorably by Ameriprise or such Ameriprise Service Provider than Ameriprise or any Affiliate of Ameriprise. If Ameriprise fails to promptly give notice of such Force Majeure Event, then Ameriprise shall only be relieved from such performance or compliance from and after the entire Premises has not been rendered untenantable giving of such notice. Ameriprise shall or inaccessible shall cause the applicable Ameriprise Service Provider(s) to use its reasonable best efforts to remedy the situation caused by such a Controlled Service FailureForce Majeure Event and remove, so far as possible and with reasonable timeliness, the amount cause of abatement that Tenant is entitled its inability to receive by reason of such a Controlled Service Failure perform or comply. Ameriprise shall be prorated based upon the percentage give AXP prompt notice of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding cessation of the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentForce Majeure Event.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damagesreserves the right to suspend the Building Services on account of fire, storm, explosion, strike, lockout, labor dispute, casualty or accident, acts of God, riot, war, terrorism, interference by abatement of Rent civil or otherwise, for failure to furnish or delay in furnishing any servicemilitary authorities, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s control or for emergency, inspection, cleaning, repairs, replacement, alterations or improvements that Landlord reasonably deems desirable or necessary. Landlord shall use reasonable control; and such failures or delays or diminution (efforts to restore any such event, a “Service Failure”) shall never be deemed Building Services suspended pursuant to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights)9.9. In no event shall Landlord will not be liable to Tenant for any loss costs, expenses or damage, including the theft damages incurred by Tenant as a result of any failure to furnish any Building Services and such failure will not (i) be construed as a constructive eviction or eviction of Tenant’s property, arising out of or in connection with (ii) excuse Tenant from the failure performance of any security of its obligations hereunder, or (iii) entitle Tenant to any abatement or offset against Basic Rent or Additional Rent. In addition, no deduction from Basic Rent or Additional Rent will be permitted on account of any Building Services used by Tenant. Notwithstanding anything in this Lease to the contrary, should there be any interruption in any essential services to the Premises (defined as elevator service, electrical services, personnel heating, ventilation or equipmentair conditioning, water, sewer, or telecommunications) caused by Landlord’s gross negligence or willful misconduct, and such interruption prevents Tenant’s use and occupancy of the Premises for the Permitted Use hereunder for five (5) consecutive days, Tenant shall be entitled to an abatement of all Basic Rent and Additional Rent payable under this Lease for each day after such five (5) day period that the interruption of such services prevents Tenant’s use and occupancy of the Premises.

Interruption of Services. Tenant agrees that Landlord The provisions of this Section 9.3 regarding the abatement of Base Rent shall not be liable apply in damagesthe event of a fire, by abatement earthquake or other casualty (in which case the terms of Rent Article 12 [Damage or otherwise, for failure to furnish Destruction] shall control) or delay Condemnation (in furnishing any servicewhich case the terms of Article 13 [Condemnation] shall control). In the event of an interruption in, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricityprovide, gas, water, any of the services or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default utilities described in Section 9.1 (Description of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Services) (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not, regardless of its duration, constitute an eviction or disturbance of Tenant’s use and possession , constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of the Premises business by Tenant, or relieve entitle Tenant from paying Rent to an abatement of rent or performing any of its obligations under to terminate this Lease. Notwithstanding the foregoing, if the Premisesfor five consecutive Business Days, or there is a material portion complete stoppage of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect all elevator service to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all complete failure of electrical service to the Premises are unusableand, as a result thereof, Tenant is not reasonably able to use the Premises and in fact does not use the Premises (but was in possession of and using the Premises prior to such stoppage or failure), then, after the fifth consecutive Business Day of such stoppage or failure, Base Rent shall xxxxx until the date that such stoppage or failure is substantially remedied, but only to the extent that the stoppage or failure was not caused by reason Tenant or its agents, employees, contractors or invitees, and further provided that Base Rent shall xxxxx only if either (1) the stoppage or failure was caused by the active negligence or intentional misconduct of Landlord or Landlord’s authorized representatives or (2) Landlord receives insurance proceeds under a Service Failure which arises from a fire loss of rents or other casualty similar policy of insurance covering the Building, the cost of which is covered included in Operating Costs payable by Tenant pursuant to Section 3.2 (in which case the abatement of Base Rent allocable to Tenant shall not exceed Tenant’s Share of the amount of proceeds actually received by Landlord). Tenant hereby waives the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled California Civil Code Section 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss interruption, failure or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinability.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damagesAny interruption, by abatement diminishment or termination of Rent or otherwise, for failure services to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Premises (any such event, a “Service Failure”) due to the application of Laws, the failure of any equipment, the performance of maintenance, repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (as defined in Section 21.06) or any other cause shall never be deemed not give rise to constitute an eviction or disturbance abatement of Tenant’s use and possession of the Premises Rent or relieve Tenant from paying Rent the obligation to fulfill any covenant or performing any of its obligations under agreement, except as provided in this LeaseSection 7.03. Notwithstanding the foregoing, if If the Premises, or a material any portion of the Premisesthereof, is are made untenantable (that isas a result of a Service Failure not caused by Tenant, Tenant cannot conduct its business in and such portion) or inaccessible Service Failure continues for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Business Days after written notice thereof to Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during the period beginning commencing on the sixth day following such five (61 5) consecutive business day of the Controlled Service Failure Business-Day period and ending on the day the service has services have been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenantequitably prorated. Notwithstanding the foregoingforegoing or anything to the contrary contained in this Lease, business if any Service Failure not caused by Tenant is not cured within one hundred eighty (180) days during which following the Premises or date the Service Failure commences, then Tenant shall have the right, at its sole election, to terminate this Lease by giving written notice of such termination to Landlord at any time following the end of such one hundred eighty (180) day period until such time as the Service Failure is cured. This Section shall not apply to any Service Failure arising from a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, casualty event governed by reason of Section 14 below. The remedies set forth in this Section 7.03 shall be Tenant’s sole remedies for a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentFailure.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereofinterruption of any utility service and, when no such failure or delay interruption shall entitle Tenant to withhold sums due hereunder, except as expressly provided below. Notwithstanding anything to the contrary contained in this lease, if Tenant cannot reasonably use all or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession portion of the Premises for Tenant's intended business operations by reason of any interruption in services to be provided by Landlord (and the interruption is caused either by a matter within Landlord's control or relieve Tenant from paying Rent or performing any of its obligations under by a matter that would be covered by Landlord's rent loss coverage if Landlord maintains rent loss coverage as required in this Lease. Notwithstanding the foregoing, if the Premises, or a material ) and Tenant does not in fact use such portion of the Premises, is made untenantable Leased Premises and such condition exists for three (that is, Tenant cannot conduct its business in such portion3) or inaccessible for a period in excess of more consecutive business days or five (5) consecutive or more business days as a result within any thirty (30) day period, then the Minimum Annual Rent and Annual Rental Adjustment shall be abated for that portion of the Service Failure Leased Premises that has been caused by Landlord’s act or omission with respect Tenant is unable to matters within Landlord’s control (“Controlled Service Failure”)use for Tenant's intended business operations until such service is restored to the Leased Premises. At the time of the loss of service, then Tenant, as Tenant must give written notice promptly to Landlord of the loss of service and its sole remedy, claim for abatement and Tenant only shall be entitled to receive an abatement of the Minimum Annual Rent payable hereunder during and Annual Rental Adjustment in proportion to the period beginning on area rendered unusable. Landlord may prevent or stop abatement by providing substantially the sixth (61 ) consecutive business day same service in similar quality and quantity by temporary or alternative means until the cause of the Controlled Service Failure and ending on loss of service can be corrected. Tenant shall not be entitled to the day rent abatement set forth above if the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant interruption is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered caused by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss act or damage, including the theft omission of Tenant’s property, arising out of its agents or in connection with the failure of any security services, personnel or equipmentemployees.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for Landlord’s failure to furnish or delay in furnishing any servicefurnish, or for any diminution in interruption, diminishment or termination of services due to the quality or quantity thereofapplication of Laws, when such the failure or delay or diminution is occasionedof any equipment, in whole or in partthe performance of maintenance, by repairs, renewalsimprovements or alterations, utility interruptions or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default occurrence of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution an event of Force Majeure (any such event, defined in Section 22.06) (collectively a “Service Failure”) shall never be deemed not render Landlord liable to Tenant, constitute an a constructive eviction or disturbance of Tenant’s use and possession , give rise to an abatement of the Premises or Rent, nor relieve Tenant from paying Rent the obligation to fulfill any covenant or performing any of its obligations under this Leaseagreement, except as provided in the next sentence. Notwithstanding the foregoing, if If the Premises, or a material portion of the Premises, is are made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days Business Days as a result of the a Service Failure that has been caused by Landlord’s act or omission with respect is reasonably within the control of Landlord to matters within Landlord’s control (“Controlled Service Failure”)correct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth following such five (61 5) consecutive business day of the Controlled Service Failure Business Day period and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled the Service Failure, the amount of abatement that Tenant is entitled shall be equitably prorated. This Section shall not apply to receive by reason of such a Controlled any Service Failure arising from a casualty event governed by Section 14 below. Except in the case of an emergency for which no notice shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoingrequired, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 Landlord shall use reasonable efforts to give Tenant at least five (5) Business Days’ (but in no event less than two (2) Business Days’) prior written notice if Landlord intends to interrupt any services required to be considered in determining whether Tenant is entitled to an abatement of Rent furnished by Landlord under this Section 8.03 (in such event the provisions of Section 13.01 Lease, and shall govern use reasonable efforts not to cause a material disruption to Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or business operations in connection with the failure of any security services, personnel or equipmenttherewith.

Interruption of Services. Tenant agrees Landlord does not warrant that any services Landlord shall supplies will not be liable in damagesinterrupted, by abatement of Rent or otherwiseincluding, for failure without limitation, interruptions due to furnish or delay in furnishing Force Majeure Matters, and any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution interruption shall not: (any such event, a “Service Failure”i) shall never be deemed to constitute considered an eviction or disturbance of Tenant’s use and possession of the Premises Premises; (ii) make Landlord liable to Tenant for damages; (iii) xxxxx Base Rent, Additional Rent or any other charge under this Lease; or (iv) relieve Tenant from paying Rent or performing any of its obligations under this LeaseTenant’s Lease obligations. Notwithstanding the foregoing, (A) if any essential services provided by Landlord (such as HVAC or electricity) are interrupted so as to render the Premises, Premises untenantable or a material portion if twenty-five percent (25%) or more of the Premisesparking spaces provided for the use by Tenant pursuant to Section 7.3(a) herein are not available to Tenant (provided, is made untenantable however, Landlord shall be entitled during such period of interruption to provide Tenant with access to replacement or substitute parking spaces located within a reasonable distance from the Building in a quantity equal to Tenant’s share of the total number of parking spaces with respect to which accessibility has been interrupted, in which case the rights of Tenant set forth in this Section 5.4 arising out of the unavailability of parking spaces shall no longer apply) for six (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (56) consecutive business days as a result of the Service Failure that has been and (B) such interruption is caused by the willful misconduct or negligence of Landlord or Landlord’s act agents or omission with respect to matters within Landlordemployees and is not caused by the negligence or willful misconduct of Tenant or Tenant’s control (“Controlled Service Failure”)employees, agents or invitees, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 6th) consecutive business day of the Controlled Service Failure interruption and ending on untenantability, or if later, the day Tenant stops using the service has been restored. If Premises, or the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failureportion thereof, because of the interruption, the amount of abatement that Tenant is entitled Monthly Base Rent payable hereunder and Additional Rent payable pursuant to receive by reason of such Section 4.2 herein shall equitably xxxxx on a Controlled Service Failure shall be prorated based upon daily basis in proportion to the percentage area of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoingthat is untenantable, business days during which until the Premises (or the relevant portion thereof) are returned to a material tenantable condition (Tenant’s actual use of the Premises, or the relevant portion thereof, to conduct business therein being conclusive evidence of the tenantability thereof). Provided, however, the following activities of Tenant within the Premises shall not constitute “actual use” of the Premises for the purposes of this Section 5.4: (i) Tenant’s entry into the Premises for the limited purpose of removing Tenant’s personal property and work files, or (ii) the use of the Premises, or the relevant portion thereof are untenantable or inaccessiblewhich is untenantable, by a limited number of Tenant’s employees for the purpose of conducting essential business operations therein, provided the total number of such employees shall be no greater than necessary to sustain Tenant’s limited and essential business operations within the Premises, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty relevant portion thereof which is covered by the provisions untenantable, during such period of ARTICLE 13 untenantability and shall in no event be considered greater than five percent (5%) of the total number of employees which occupied and conducted business in determining whether the Premises, or the relevant portion thereof which is untenantable, immediately prior to the interruption which caused same to become untenantable. Further, if Tenant desires to occupy and conduct business in the Data Center during any period in which the Data Center is untenantable pursuant to this Section 5.4 and if such occupancy and conduct of business in the Data Center constitutes “actual use” in accordance with the terms and conditions of this Section 5.4, then Tenant shall be entitled to do so, provided Tenant shall have no right to an abatement of Rent under this Section 8.03 (in rent during such event period relative to the provisions portion of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with Premises comprising the failure of any security services, personnel or equipmentData Center.

Interruption of Services. Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereof, when interruption of any utility or service and no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution withhold sums due hereunder. Notwithstanding the foregoing to the contrary, if (A) there is occasionedan interruption or stoppage of any of utility services provided to the Leased Premises which is caused by the gross negligence or willful misconduct of Landlord or its contractors, in whole employees or in partagents, by repairsand (B) such interruption or stoppage materially, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of adversely interferes with Tenant’s use and possession of the Leased Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, (or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portionthereof) or inaccessible as contemplated herein for a continuous period in excess of five two (52) consecutive business calendar days after Tenant delivers written notice of such event or occurrence to Landlord (or Landlord otherwise becomes aware of such material interruption) (and to each Mortgagee for which notice addresses have been provided to Tenant), and (C) Tenant actually does not use the affected portion or all, as a result the case may be, of the Service Failure that has been caused by LandlordLeased Premises for the operation of Tenant’s act business therein for a continuous period in excess of such two (2) calendar days (other than to stabilize or omission with respect to matters within Landlord’s control (“Controlled Service Failure”shut down ongoing laboratory procedures), then Tenantthen, as its sole remedyduring the period of time that the condition continues beyond such second (2nd) calendar day, Tenant shall be entitled to receive an equitable abatement of Rent payable hereunder during for the period beginning on affected portion or all (as the sixth (61 case may be) consecutive business day of the Controlled Service Failure Leased Premises for which such utilities are interrupted and ending on which Tenant actually does not use for the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft operation of Tenant’s propertybusiness. Such Rent abatement shall cease immediately upon the earlier to occur of (i) the restoration of such service(s) or the restoration of such service(s) to a degree and extent sufficient to remove the material, arising out adverse interference with Tenant’s use of the Leased Premises as contemplated herein or in connection with (ii) Tenant’s recommencement of use of the failure Leased Premises (or the relevant portion thereof) for the operation of any security services, personnel or equipmentTenant’s business therein.

Interruption of Services. Tenant agrees that Landlord neither Landlord, nor any of Landlord’s constituent members, nor any of their respective agents, partners or employees, shall not be liable for damage or injury to person, property or business or for loss or interruption of business, or for any other matter, in damagesthe event there is any failure, by abatement of Rent delay, interruption or otherwise, for failure to furnish or delay diminution in furnishing any service. No such failure, or for any diminution in the quality or quantity thereofdelay, when such failure or delay interruption or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and or possession of the Premises Premises, in whole or in part, actual or constructive, nor entitle Tenant to any claim for set-off, abatement or reduction of Rent, nor render Landlord liable for damages, nor relieve Tenant from paying Rent the performance of or performing affect any of its Tenant’s obligations under this Lease. However, Landlord shall use commercially reasonable efforts to minimize any such failure, delay, interruption or diminution. Notwithstanding the foregoing, if in the Premisesevent any such failure, delay, interruption or diminution of services or utilities furnished by Landlord is due to a material portion of cause within Landlord’s reasonable control and causes the PremisesPremises to be untenantable, is made untenantable (that isand as a result thereof, Tenant cannot conduct its business in such portion) or inaccessible fact ceases to use the Premises for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)days, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning commencing on the sixth (61 6th) consecutive business day of the Controlled Service Failure such untenantability and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible non-use, Rent payable by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon abated until the percentage earliest to occur of (a) the Premises rendered untenantable date such failure, delay, interruption or inaccessible and not used by Tenant. Notwithstanding diminution is remedied, (b) the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all date the Premises are unusable, by reason again tenantable or (c) the date Tenant resumes use of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentPremises.

Interruption of Services. Tenant agrees that Landlord shall not be liable In the event of an interruption in damages, by abatement of Rent or otherwise, for failure or inability to furnish provide any services or delay in furnishing any service, utilities to the Premises or Building for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution reason (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or disturbance otherwise, entitle Tenant to an abatement of rent except as otherwise provided below or to terminate this Lease or otherwise release Tenant from any of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (provided that is, Tenant cansuch Service Failure does not materially interfere with Tenant’s ability to conduct its business in such portionon the Premises. “Materially interfere” shall mean for purposes herein shall mean Tenant is unable to conduct its business for forty five (45) or inaccessible for a period in excess of five (5) more consecutive business calendar days at the Premises. Service Failure as a result of Force Majeure, Casualty, and/or Tenant’s fault shall never constitute a Material Interference, In the Service Failure event that has been caused by Landlord’s act Tenant is unable to conduct its business for forty five (45) or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)more consecutive calendar days at the Premises and notwithstanding any contrary terms herein, then Tenant, as its sole remedy, Tenant shall be entitled permitted to receive an abatement terminate this Lease without penalty or costs. Further, whenever Tenant is being prevented from the free, uninterrupted and unimpeded use, access and enjoyment of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that and Tenant is entitled unable to receive conduct business within the entire Premises, or the Common Areas which are adjacent to the Demised Premises and such interruption continues for more than seventy-two (72) consecutive hours, as a result of (a) Landlord’s failure to observe or perform any obligation on Landlord’s part to be observed or performed under the Lease, (b) any gross negligence or willful omission by reason Landlord, its agents, employees or contractors, (c) Landlord’s making any repairs in the Demised Premises or the Building, (d) Landlord’s entry into the Leased Premises, or (e) any other cause within the control of Landlord, then and in each and all such a Controlled Service Failure cases, provided such cause is not due to the negligence of Tenant, its agents, employees, contractors, invitees, or principals, all Rent shall be prorated based upon the percentage equitably abated, and shall continue until full use of the Leased Premises rendered untenantable or inaccessible and not used by is restored to Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereof, when interruption of any utility or service and no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Leasewithhold sums due hereunder. Notwithstanding the foregoing, if in the Premisesevent that (a) an interruption of utility service to the Leased Premises is due to Landlord’s negligence or intentional wrongful acts, (b) the restoration of such utility service is entirely within Landlord’s control, and (c) such interruption renders all or a material portion of the Premises, is made Leased Premises untenantable (meaning that isTenant is unable to use, Tenant canand does not conduct use, such space in the normal course of its business in such portionfor the Permitted Use) or inaccessible for a period in excess of five more than three (53) consecutive business days, then Tenant shall notify Landlord in writing that Tenant intends to xxxxx rent. If service has not been restored within three (3) consecutive days of Landlord’s receipt of Tenant’s notice, then Minimum Annual Rent shall xxxxx proportionately with respect to the portion of the Leased Premises rendered untenantable on a per diem basis for each day after such three (3) day period during which such portion of the Leased Premises remains untenantable. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, and Tenant shall not be entitled to damages (consequential or otherwise) as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentthereof.

Interruption of Services. Tenant agrees that (a) If any of the services provided for in this Section 7, or Tenant’s access to the Premises, are interrupted or stopped, Landlord shall not be liable in damageswill promptly use (i) best efforts to resume the service or access to the extent the same is within the reasonable control of Landlord and (ii) all commercially reasonable due diligence to cause others to resume the service or access to the extent the same is beyond the reasonable control of Landlord; provided, however, no irregularity or stoppage of any of these services or access will (A) create any liability for Landlord (including, without limitation, any liability for damages to Tenant’s personal property caused by any such irregularity or stoppage), unless due to Landlord’s active negligence or willful misconduct, (B) constitute an actual or constructive eviction, (C) except as expressly set forth herein, cause any abatement of the Rent payable under this Lease or otherwise, for failure to furnish or delay (D) in furnishing any service, manner or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or purpose relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion . (b) If any of the Premisesservices required to be provided by Landlord under this Section 7, the restoration of which service is made untenantable (that iswithin Landlord’s reasonable control, Tenant cannot conduct its business in such portion) or inaccessible should become unavailable and should remain unavailable for a period in excess of five seventy two (572) consecutive business days as a result hours after notice of such unavailability from Tenant to Landlord), and if such unavailability should render Tenant unable to reasonably use any or all of the Service Failure that has been caused by Landlord’s act Premises for the conduct of its business in substantially the same manner as prior to such interruption or omission with respect to matters within Landlord’s control stoppage (“Controlled Service FailureUntenantable”), then commencing upon the expiration of such time period, Tenant’s Rent will equitably xxxxx in proportion to the portion of the Premises so rendered Untenantable for so long as such services remain unavailable for such reasons. For purposes of this Lease, a portion of the Premises that would otherwise be Untenantable if Tenant did not elect to use any available UPS system, emergency generator or supplemental HVAC equipment (“Back-Up Equipment”) shall be deemed Untenantable even if Tenant continues to use such portion of the Premises if Tenant’s continued use is due to Tenant’s election to utilize the service provided by such Back-Up Equipment. Tenant shall have no obligation to use Tenant’s Back-Up Equipment at any time, and any election by Tenant not to use such Back-Up Equipment at any time shall not reduce any abatement of Rent to which Tenant entitled under this Section 7.4(b). (c) If any Critical Service (defined below) required to be provided by Landlord under this Section 7 or Tenant’s continued access to the Premises should become unavailable and should remain unavailable for a period in excess of ninety (90) days after notice of such unavailability from Tenant to Landlord, and if such unavailability should render at least fifty percent (50%) of the Premises Untenantable, then Tenant shall have the option to terminate this Lease in its entirety effective as its of the date thirty (30) days after the date Tenant gives written notice to Landlord of Tenant’s exercise of such termination option, which notice may be given by Tenant at any time after the first sixty (60) days of the unavailability of service or access; however, notwithstanding any termination notice given hereunder, this Lease shall not terminate if the unavailable service or access is restored prior to the thirtieth (30th) day following Tenant’s termination notice. (d) Tenant hereby waives the provisions of Sections 1932, 1933(4) and 1942 of the Civil Code of California or any similar or successor statutes to the fullest extent permitted by Law, and Tenant acknowledges that, except as specifically provided herein, in the event Landlord fails to make a repair or perform maintenance, Tenant’s sole remedyremedy for such breach by Landlord shall be an action for damages, and that Tenant shall not be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failureterminate this Lease, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessiblewithhold rent, or during which all or nearly all make any repair and deduct the Premises are unusable, by reason cost of a Service Failure which arises repair from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent rent payable under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentLease.

Interruption of Services. (a) Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 above or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereofinterruption of any utility or other Building service and, when except as otherwise specifically set forth herein, no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution is occasionedwithhold sums due hereunder. (b) Notwithstanding the foregoing, in whole or in partthe event that (i) an interruption of utility service to the Leased Premises occurs, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at (ii) the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default restoration of Tenant or other parties, or by any other cause beyond such utility service is within Landlord’s reasonable control; , and (iii) such failures interruption renders all or delays a portion of the Leased Premises untenantable (meaning that Tenant is unable to use, and does not use, such space in the normal course of its business for the Permitted Use) for more than three (3) consecutive business days, then Minimum Annual Rent shall xxxxx proportionately with respect to the portion of the Leased Premises rendered untenantable on a per diem basis for each day after such three (3) business-day period during which such portion of the Leased Premises remains untenantable. Except as otherwise expressly set forth in this Section 6.03 or diminution (any in Section 13.03 below, such event, a “Service Failure”) abatement shall never be deemed to constitute an eviction or disturbance of Tenant’s use sole remedy for Landlord’s failure to restore service as set forth above, and possession of the Premises Tenant shall not be entitled to damages (consequential or relieve Tenant from paying Rent or performing any of its obligations under this Lease. otherwise) as a result thereof. (c) Notwithstanding the foregoing, if in the Premisesevent that (i) an interruption of utility service to the Leased Premises occurs, (ii) the restoration of such utility service is within Landlord’s reasonable control, and (iii) such interruption renders all or a material portion of the Premises, is made Leased Premises untenantable (meaning that isTenant is unable to use, and does not use, such space in the normal course of its business for the Permitted Use) for more than ninety (90) consecutive days, then Tenant shall have the right to elect to terminate this Lease within ten (10) days after the expiration of said ninety (90) day period without penalty, by delivering written notice to Landlord of its election thereof within said ten (10) day period. The foregoing termination right shall not apply if the interruption of utility service is due to fire or other casualty. Instead, in such an event, the terms and provisions of Article 9 of this Lease shall apply. Notwithstanding anything herein to the contrary, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect shall continue to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an its abatement of Rent payable hereunder as described in this Section 6.03 during the period beginning on the sixth (61 ) consecutive business day during which such portion of the Controlled Service Failure and ending on Leased Premises remains untenantable until the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount effective date of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage termination of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentLease as described herein.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damagesExcept as provided below, by abatement no interruption of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, services caused by repairs, renewalsreplacements, or improvements, by any strike, lockout or other labor trouble, by inability alterations to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other partiesservice system, or by any other cause beyond the reasonable control of Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of any part of the Premises Premises, or relieve render Landlord liable to Tenant from paying Rent for damages, or performing any otherwise affect the rights and obligations of its obligations Landlord and Tenant under this Lease. Notwithstanding anything in this Lease to the foregoingcontrary, if (a) there is any interruption of an essential service which renders the Premises, or Premises in a material portion of the Premises, is made untenantable (that is, Tenant cannot condition which materially and adversely affects Tenant’s ability to conduct its business in all or any portion of the Premises and on account thereof, Tenant ceases performing business from the Premises or a portion thereof, (b) Tenant gives Landlord notice of such portioncondition and (c) or inaccessible such interruption continues for a period in excess of five (5) consecutive business days as a result after such notice (an interruption which satisfies all of the Service Failure that has been caused by Landlord’s act or omission with respect conditions of this sentence is referred to matters within Landlord’s control (herein as an “Controlled Service FailureInterruption”), then Tenant, as its Tenants sole remedy, and exclusive remedy shall be entitled that Tenant’s obligation to receive an abatement pay Rent hereunder shall be reduced proportionately based on the portion of Rent payable hereunder during the Premises which cannot be occupied for purposes of performing business therefrom for the period beginning on commencing upon the sixth expiration of said five (61 5) consecutive business-day period and continuing until the Premises are rendered in a condition so that Tenant can again perform its business day of therefrom. Notwithstanding the Controlled Service Failure and ending on foregoing to the day contrary, in the service has been restored. If event that any interruption is caused by Force Majeure (as defined in Section 21) such rent abatement shall be available only to the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, extent that Landlord is compensated for the amount of abatement that Rent so abated by Landlord’s rental interruption insurance. Tenant is entitled may terminate this Lease by providing written notice to receive by reason Landlord if an Interruption continues for longer than 150 days in which event this Lease shall terminate on the later of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, (i) five (5) business days during which after the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft date of Tenant’s propertynotice, arising out or (ii) the expiration of the 150-day period, and neither party shall have any further rights or in connection with obligations under this Lease except any rights or obligations which by their terms survive the failure termination of any security services, personnel or equipmentthis Lease.

Interruption of Services. Failure to any extent to make available, or any slow-down, stoppage or interruption of any services described in this Paragraph 7 resulting from any cause whatsoever (other than Landlord's gross negligence(51)) shall not render Landlord liable in any respect for damages, nor be construed as an eviction of Tenant, nor relieve Tenant agrees that from fulfillment of any covenant or agreement hereof. Should any service being furnished by Landlord be interrupted for any cause whatsoever, Tenant shall notify Landlord(52) and Landlord shall not use reasonable diligence to restore such service promptly.(53) __________________________________ 49 actual 50 paid 51 or willful misconduct 52 in writing 53 Tenant shall be liable in damages, by abatement entitled to an equitable diminution of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in rent based upon the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession pro rata portion of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding which is rendered unfit for occupancy for the foregoingPermitted Use, if the Premises, or a material portion such interruption of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible service continues for a period in excess of more than five (5) consecutive business days days. Such equitable diminution of rent shall commence on the sixth business day of such interruption and shall constitute Tenant's sole and exclusive remedy in the event of any such occurrence, except as otherwise set forth herein. Notwithstanding anything in this Lease to the contrary, in addition to Tenant's foregoing rights, in the event of a result failure by Landlord (except due to Tenant's negligence, gross negligence or willful misconduct) for any reason to provide any of the Service services described in Paragraphs 7(a)(i) (other than supply of heated water), 7(a)(ii), 7(a)(iv), or 7(b)(i), and if such failure (the "Services Failure") should continue beyond a period of sixty (60) days (or such longer period as is reasonably necessary to remedy such Services Failure, provided Landlord shall continuously and diligently pursue such remedy at all times until such Services Failure that has been caused is cured), Tenant shall have the right to deliver a written notice thereof (the "Services Notice") to Landlord (with a copy of said notice being sent simultaneously therewith to Landlord's mortgagee in accordance with Paragraph 13(e) hereof). If such Services Failure shall continue uncured by Landlord and Landlord’s act 's mortgagee for an additional thirty (30) days after the receipt of the Services Notice, Tenant shall have the right to cure such Services Failure, and Landlord shall reimburse Tenant (which reimbursement Tenant may effect through the withholding of rent) for all reasonable sums expended in so curing such failure. In the event Tenant undertakes to correct or omission cure the Services Failure, Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, costs, claim, expense or liability arising out of the actions of Tenant or its contractors, agents or employees. The foregoing rental abatement and self-help (and offset) rights of Tenant for a Services Failure shall constitute Tenant's sole and exclusive remedies involving or with respect to matters within a Services Failure, unless such Services Failure is due to the gross negligence or willful misconduct of Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, . Tenant agrees there shall be entitled to receive an no abatement of Rent payable hereunder during rent, nor shall Tenant have the period beginning right to avail itself of self-help (and offset) rights, on account of a Services Failure due to Tenant's negligence, gross negligence or willful misconduct. The foregoing self-help and offset rights (but not the sixth (61 abatement right) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such Tenant for a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Services Failure shall be prorated based upon the percentage of the Premises rendered untenantable personal solely to PageMart Wireless, Inc., and shall not be available to any assignee or inaccessible and not used by Tenant. Notwithstanding the foregoingsublessee, business days during which the Premises other than a Fortune 500 company or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 Affiliate (in such event the provisions of Section 13.01 shall govern Tenant’s rightsas hereinafter defined). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damagesreserves the right to suspend the Building Services on account of fire, storm, explosion, strike, lockout, labor dispute, casualty or accident, acts of God, riot, war, terrorism, interference by abatement of Rent civil or otherwise, for failure to furnish or delay in furnishing any servicemilitary authorities, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s control or for emergency, inspection, cleaning, repairs, replacement, alterations, improvements or that Landlord reasonably deems desirable or necessary. Landlord shall use reasonable control; and such failures or delays or diminution (efforts to restore any such event, a “Service Failure”) shall never be deemed Building Services suspended pursuant to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this LeaseSection 9.9. Notwithstanding the foregoing, Except if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act gross negligence or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)willful misconduct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has Landlord will not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss costs, expenses or damage, including the theft damages incurred by Tenant as a result of any failure to furnish any Building Services and such failure will not (i) be construed as a constructive eviction or eviction of Tenant’s property, arising out of or in connection with (ii) excuse Tenant from the failure performance of any security of its obligations hereunder, or (iii) entitle Tenant to any abatement or offset against Basic Rent or Additional Rent. In addition, no deduction from Basic Rent or Additional Rent will be permitted on account of any Building Services used by Tenant. Notwithstanding anything in this Lease to the contrary, should there be any interruption in any essential services to the Premises (defined as elevator service, electrical services, personnel heating, ventilation or equipmentair conditioning, water, sewer, or telecommunications) caused by Landlord’s gross negligence or willful misconduct, and such interruption prevents Tenant’s use and occupancy of the Premises for the Permitted Use hereunder for five (5) consecutive days, Tenant shall be entitled to an abatement of all Basic Rent and Additional Rent payable under this Lease for each day after such five (5) day period that the interruption of such services prevents Tenant’s use and occupancy of the Premises.

Interruption of Services. Tenant agrees that If any of the services provided for in this Section 5 are interrupted or stopped, Landlord shall not be liable in damageswill use commercially reasonable due diligence to resume the service; provided, however, no irregularity or stoppage of any of these services will create any liability for Landlord (including, without limitation, any liability for damages to Tenant's personal property caused by any such irregularity or stoppage), constitute an actual or constructive eviction or, except as expressly provided below, cause any abatement of the Rent payable under this Lease or otherwise, for failure to furnish or delay in furnishing any service, manner or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or purpose relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding If any of the foregoing, if the Premisesservices required to be provided by Landlord under this Section 5 are not provided, or a material portion if any repair, maintenance or alteration performed by Landlord, or which Landlord fails to perform as required by this Lease, materially and adversely interferes with Tenant's use of or ingress to or egress from the PremisesBuilding, is made untenantable (that isPremises or the parking areas, Tenant cannot conduct its business in and such portion) failure or inaccessible interference with Tenant's use or ingress or egress continues for a period in excess of five (5) consecutive business days as a result 60 hours after notice of such failure or interference from Tenant to Landlord, and if such failure or interference should render all or any portion of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)Premises untenantable, then commencing upon the expiration of such 60-hour period, Tenant's Rent will equitably abatx xx proportion to the portion of the Premises so rendered untenantable for so long as such failure or interference continues. Tenant hereby waives the provisions of Sections 1932, 1933(4) and 1942 of the Civil Code of California or any similar or successor statutes to the fullest extent permitted by law, and Tenant acknowledges that, except as its specifically provided herein, in the event Landlord fails to make a repair or perform maintenance, Tenant's sole remedyremedy for such breach by Landlord shall be an action for damages or equitable relief, and that Tenant shall not be entitled to receive an abatement terminate this Lease, withhold rent, or make any repair and deduct the cost of Rent repair from rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If under this Lease; provided, that if the entire Premises has not been are rendered untenantable or inaccessible by for 180 consecutive days, then Tenant shall have the right to terminate this Lease upon 30 days prior written notice to Landlord; provided further, however, that such a Controlled Service Failure, the amount of abatement that termination right shall be void if within said 30 day period Landlord restores such services and Tenant is entitled able to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of conduct its business in the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding in substantially the foregoing, business days during which same manner as it had done prior to the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinterruption.

Interruption of Services. Tenant agrees that Landlord shall will not be liable in damagesto Tenant or any other person, by abatement of Rent for direct or consequential damage, or otherwise, for any failure to furnish supply any heat, air conditioning, elevator, cleaning, lighting or delay in furnishing any service, security or for any diminution in the quality surges or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure interruptions of electricity, gas, water, or other fuel service Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply such services. Landlord reserves the right temporarily to discontinue such services, or any of them, at such times as may be necessary by reason of accident, repairs, alterations or improvement, strikes, lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable, Landlord's compliance with any mandatory or voluntary governmental energy conservation or environmental protection program, or any other happening beyond the control of Landlord. Landlord will not be liable to Tenant or any other person or entity for direct or consequential damages resulting from the admission to or exclusion from the Building after or Project of any person. In the event of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord's reasonable effort so opinion, Landlord will have the right to doprevent access to the Building or Project during the continuance of the same by such means as Landlord, by in its reasonable discretion, may deem appropriate, including, without limitation, locking doors and closing Parking Facilities and the Common Area. Landlord will not be liable for damages to persons or property or for injury to, or interruption of, business for any accident or casualty whatsoeverdiscontinuance permitted under this ARTICLE XVII, by act or default nor will such discontinuance in any way be construed as an eviction of Tenant or other parties, cause an abatement of rent or by operate to release Tenant from any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its 's obligations under this Lease. Notwithstanding the foregoing, if the Premises, (i) any interruption of utilities or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible services shall continue for a period in excess of five (5) consecutive business days as a result after written notice from Tenant to Landlord; (ii) such interruption of utilities or services shall render any portion of the Service Failure that has been caused by Premises unusable for the normal conduct of Tenant's business and Tenant, in fact, ceases to use and occupy such portion of the Premises for the normal conduct of its business; and (iii) such interruption of utilities or services is primarily due to the negligence or willful misconduct of Landlord’s act or omission , then all Rent payable hereunder with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding unusable for the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft normal conduct of Tenant’s property's business in which Tenant, arising out in fact, ceases to use and occupy, shall be abated after the expiration of such five (5) business day period, in the event such utilities or in connection with services are not restored, and such abatement shall continue until such time that the failure of any security services, personnel utilities or equipmentservices are restored.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damagesfor any loss, injury or damage to person or property caused by abatement of Rent or otherwiseresulting from any variation, for failure to furnish or delay in furnishing any serviceinterruption, or for failure of such services due to any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty cause whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, rent shall not xxxxx as a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Leaseresult thereof. Notwithstanding the foregoing, if if: (i) such utility service is interrupted because of the negligent acts or omissions of Landlord, its employees, agents or contractors; (ii) Tenant notifies Landlord of such interruption in writing (the "Interruption Notice"); (iii) such interruption does not arise in whole or in part as a result of an act or omission of Tenant; (iv) such interruption is not caused by a fire or other casualty; (v) the repair or restoration of such service is reasonably within the control of Landlord; (vi) Tenant is not then in default, and (vii) as a result of such interruption, the Premises or a material portion thereof, is rendered untenantable (meaning that Tenant is unable to use the Premises in the normal course of it business) and Tenant in fact ceases to use the Premises, or a material portion of the Premisesthereof, is made untenantable (that isthen, Tenant cannot conduct its business in Tenant's sole remedy for such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, interruption shall be entitled to receive an abatement of Rent payable hereunder during the period beginning as follows: on the sixth tenth (61 10th) consecutive business day following the later to occur of the Controlled Service Failure and ending on date the day the service has been restored. If the entire Premises has not been rendered untenantable (or inaccessible by such a Controlled Service Failurematerial portion thereof) becomes untenantable, the amount of abatement that date Tenant is entitled ceases to receive by reason of use such a Controlled Service Failure space and the date Tenant provides Landlord with an Interruption Notice, the Rent payable hereunder shall be prorated abated on a per diem basis for each day after such ten (10) business day period based upon the percentage of the Premises so rendered untenantable or inaccessible and not used by Tenant. Notwithstanding , and such abatement shall continue until the foregoing, business days during which date the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentbecome tenantable again.

Interruption of Services. Tenant agrees Landlord does not warrant that Landlord shall not any of the Project Services will be liable in damages, free from interruption. Any Project Service may be suspended by abatement reason of Rent accident or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by of necessary repairs, renewals, alternations or improvements, or by any strike, lockout strikes or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other partieslockouts, or by any other cause reason of operation of law, or causes beyond the reasonable control of Landlord’s reasonable control; and such failures or delays or diminution (. Subject to possible rent abatement as may be provided pursuant to the conditions described in Section 8.1, any such event, a “Service Failure”) interruption or discontinuance of such Project Services shall never be deemed to constitute an eviction or a disturbance of Tenant’s 's use and possession of the Premises Leased Premises, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from paying Rent or performing any performance of its Tenant's obligations under this Lease. Notwithstanding ; provided, however, that should such interruption or discontinuance of Project Services which materially impairs Tenant's ability to conduct its business continue for four (4) consecutive business days, then beginning on the foregoingfifth business day, if the PremisesLandlord shall xxxxx Base Rent and Tenant's Pro Rata Share of Excess Operating Costs, or a material for that portion of the PremisesLeased premises rendered untenantable, is made untenantable (that isfrom the fifth business day after said interruption or discontinuance until the Project Services are restored. In addition, Tenant cannot conduct its business in notwithstanding anything to the contrary contained herein. if any such portion) interruption or inaccessible for a period in excess discontinuance of five (5) consecutive business days Project Services shall occur as a result of a condition which affects on the Service Failure that has been caused by Project (and does not affect office buildings in general in the Chicago-X'Xxxx area), and if (i) such interruption or discontinuance is within Landlord’s 's reasonable control, (ii) such interruption or discontinuance does not arise as a result of an act or omission with respect of Tenant, (iii) as a result of such interruption or discontinuance, the Leased Premises is rendered untenantable and Tenant in fact so ceases to matters use the Leased Premises for significant business operations, and (iv) such interruption or discontinuance continues for a period of ninety (90) consecutive days, then Tenant shall have the right to terminate this Lease by prior written notice to Landlord given within Landlord’s control thirty (“Controlled Service Failure”30) days after the expiration of such period (but prior to any restoration of Project Services), then Tenant, as its sole remedy, which termination shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day effective as of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason date of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentnotice.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for any failure to furnish furnish, or delay interruption in furnishing furnishing, any serviceof the services or utilities described in this Section, due to any cause or for any diminution other reason, and, in the quality or quantity thereofsuch event, when such Tenant shall not be entitled to any damages nor shall any failure or delay interruption xxxxx or diminution is occasionedsuspend Tenant’s obligation to pay rent under this Lease or constitute a constructive eviction of Tenant or entitle Tenant to terminate this Lease. Further, in whole if any governmental authority or in partpublic utility promulgates or revises any applicable law, by repairsordinance, renewalsrule or regulation, or improvementsissues mandatory or voluntary controls relating to the use or conservation of energy, by any strike, lockout or other labor trouble, by inability to secure electricitywater, gas, waterlight or electricity, the reduction of emissions, or the provision of any other fuel at utility or service, Landlord may take any reasonably appropriate action to comply with the Building after reasonable effort so same and Tenant’s obligations hereunder shall not be affected thereby. Notwithstanding any terms and provisions of this Lease to dothe contrary, by if (i) an interruption or stoppage of an “Essential Service” (as said term is hereinafter defined) shall occur, except any accident or casualty whatsoever, by of the same due to any act or default neglect of Tenant or other partiesTenant’s agents, employees, contractors or by invitees or any other cause beyond person claiming by, through or under Tenant (any such interruption or stoppage of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than seven (7) Days after Landlord shall have received notice thereof from Tenant and such Service Interruption is within Landlord’s reasonable control; control to remedy and such failures or delays or diminution (any such event, a “Service Failure”iii) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of such Service Interruption, the Service Failure that has been caused by Landlordconduct of Tenant’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)normal operations in the Premises are materially and adversely affected, then Tenant, as its sole remedy, there shall be entitled to receive an abatement of one day’s Fixed Rent payable hereunder and Additional Rent for each day during the period beginning on the sixth which such Service Interruption continues after such seven (61 7) consecutive business day period; provided, however, that if any part of the Controlled Premises is reasonably useable for Tenant’s normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service FailureInterruption, then the amount of each daily abatement that Tenant is entitled of Basic Rent and additional rent shall only be proportionate to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage nature and extent of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft interruption of Tenant’s propertynormal operations or ability to use the Premises. For purposes hereof, arising out of or in connection with the failure of term “Essential Services” shall mean the following services: water and sewer/septic service, HVAC service (but not any security servicesHVAC service to be provided by Tenant’s supplemental equipment), personnel or equipmentelectricity and access to the Premises.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement In the event of Rent or otherwise, for failure to furnish or delay in furnishing any servicean interruption in, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, provide any of the services or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default utilities described in Section 9.1 - “Description of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Services” (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not, regardless of its duration, constitute an eviction or disturbance of Tenant’s use and possession , constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of the Premises business by Tenant or, except as provided below in this Section 9.3, entitle Tenant to an abatement of rent or relieve to terminate this Lease. (a) If any Service Failure not caused by Tenant or its Representatives prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in the following circumstances: (i) if Landlord fails to commence reasonable efforts to remedy the Service Failure within five (5) Business Days following the occurrence of the Service Failure, and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, the abatement of rent shall commence on the sixth (6th) Business Day following the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within thirty (30) days following the occurrence of the Service Failure and Tenant in fact does not use such portion of the Premises for an uninterrupted period of thirty (30) days or more by reason of such Service Failure, the abatement of rent shall commence no later than the thirty-first (31st) day following the occurrence of the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall nonetheless remedy the Service Failure, at the expense of Tenant, pursuant to Landlord’s maintenance and repair obligations under Section 7 - “Maintenance and Repair” or Section 12.1 “Landlord’s Duty to Repair,” as the case may be, but Tenant shall not be entitled to an abatement of rent or to terminate this Section 8.03 Lease as a result of any such Service Failure. (in c) Notwithstanding Tenant’s entitlement to rent abatement under the preceding provisions, Tenant shall continue to pay Tenant’s then current rent until such event time as Landlord and Tenant agree on the amount of the rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) If any Service Failure is caused by fire or other casualty then the provisions of Section 13.01 12 – “Damage or Destruction” shall govern Tenantcontrol. (e) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord’s rights). In no event shall Landlord be liable control, notification to Tenant for any loss such utility or damage, including entity of the theft of Tenant’s property, arising out of or in connection with Service Failure and request to remedy the failure shall constitute “reasonable efforts” by Landlord to remedy the Service Failure. (f) Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any security servicesother applicable existing or future law, personnel ordinance or equipmentgovernmental regulation permitting the termination of this Lease due to such interruption, failure or inability.

Interruption of Services. Tenant agrees Landlord reserves the right to suspend the Building Services on account of fire, storm, explosion, strike, lockout, labor dispute, casualty or accident, acts of God, riot, war, terrorism, interference by civil or military authorities, or any other cause beyond Landlord’s control or for emergency, inspection, cleaning, repairs, replacement, alterations or improvements that Landlord reasonably deems necessary. Landlord shall use reasonable efforts to restore any Building Services suspended pursuant to this Section 9.9. Landlord will not be liable to Tenant for any costs, expenses or damages incurred by Tenant as a result of any failure to furnish any Building Services and such failure will not (i) be construed as a constructive eviction or eviction of Tenant, (ii) excuse Tenant from the performance of any of its obligations hereunder, or (iii) entitle Tenant to any abatement or offset against Basic Rent or Additional Rent. In addition, no deduction from Basic Rent or Additional Rent will be permitted on account of any Building Services not used by Tenant. Notwithstanding anything to the contrary contained in this Section 9.9, if (A) the suspension of Building Services results from Landlord’s gross negligence or willful misconduct, (B) such suspension continues for five (5) consecutive business days, and (C) as a result of such suspension, Tenant shall not be liable in damages, by abatement of Rent or otherwise, for failure able to furnish or delay in furnishing any service, or for any diminution in operate within the quality or quantity thereof, when such failure or delay or diminution is occasioned, Premises in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 6th) consecutive business day of until such time that the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable services are no longer suspended or inaccessible by such a Controlled Service Failurecurtailed, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Basic Rent under for the portion of the Premises which is rendered untenantable as a result of such suspension. The remedies set forth in this Section 8.03 (9.9 are the sole remedies of Tenant with respect to a suspension of services, and in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft have a claim of Tenant’s property, arising out constructive eviction as a result of or in connection with the failure such interruption of any security services, personnel or equipment.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise(a) If, for failure to furnish any reason whatsoever other than a negligent act or delay in furnishing any serviceomission or a willful act or omission of Tenant, its officers, directors, employees, contractors, servants or agents, or a default by Tenant hereunder, any utilities or services which are required for Tenant's use of the Premises for the Permitted Uses are interrupted, Tenant shall promptly so notify Landlord. Notwithstanding any diminution other provision to the contrary contained in this Lease, in the quality event that Tenant reasonably determines that the existing situation constitutes an emergency which either threatens imminent injury to persons or quantity thereof, when such failure material damage to property or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of materially impairs Tenant’s 's then current use and possession of the Premises or relieve a material portion thereof, Tenant from paying Rent may give such notice by any means including, without limitation, by telephone. (b) If resumption of such utilities or performing any services does not occur within thirty (30) days after the commencement of its obligations under this Lease. Notwithstanding such interruption, and the foregoing, if lack of such utilities or services continues to materially impair Tenant's then- current use of the Premises, Premises or a material portion of the Premises, is made untenantable (that isthereof, Tenant cannot conduct its business in shall have the right to terminate this Lease at any time thereafter while such portioninterruption continues by giving to Landlord a written notice of termination stating the date on which this Lease shall terminate. (c) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason unavailability of such a Controlled Service Failure shall be prorated based upon the percentage utilities or services materially impairs Tenant's then-current use of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessiblefor a period of more than five (5) days, or during Rent shall be abated proportionately according to the extent to which all or nearly all the Tenant's use and occupancy of the Premises are unusableso affected, by reason of a Service Failure for the period commencing on the date such utilities or services became unavailable and ending on the date on which arises from a fire such condition is cured or other casualty which is covered by this Lease terminates, as the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentcase may be.

Interruption of Services. Tenant agrees that Landlord Landlord’s obligation to provide utilities and services for the Premises are subject to the Rules and Regulations of the Building, applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility or service), and shutdowns for maintenance and repairs, for security purposes, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, or other causes beyond the control of Landlord. In the event of an interruption in, or failure or inability to provide any service or utility for the Premises for any reason, such interruption, failure or inability shall not be liable in damagesconstitute an eviction of Tenant, by abatement of Rent constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for failure to furnish consequential damages or delay in furnishing any serviceloss of business by Tenant, or for entitle Tenant to any diminution in the quality abatement or quantity thereofoffset of Monthly Rent, when such failure Additional Rent or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve amounts due from Tenant from paying Rent or performing any of its obligations under this Lease. Tenant hereby waives the provisions of any applicable existing or future Legal Requirement permitting the termination of this Lease due to such interruption, failure or inability. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (services and/or utilities are interrupted that is, materially prevent Tenant cannot from being able to conduct its normal business in such portion) or inaccessible operations for a period in excess of greater than five (5) consecutive business days Business Days (unless such interruption is as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”a casualty, in which case Paragraph 26 of this Lease shall apply), then Tenant, as its sole remedyand exclusive remedy hereunder, shall be entitled to receive an abatement of Monthly Rent payable hereunder during and Additional Rent beginning with the period beginning on 6th Business Day of interruption until the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been services and/or utilities are restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage pro rata portion of the Premises which is rendered untenantable or inaccessible unfit for occupancy for the permitted use and actually not used by Tenant as a result of such interruption, except to the extent such interruption is caused by Tenant, its employees, agents, contractors, invitees or licensees. Notwithstanding Except in the foregoingcase of an emergency, business days during the Landlord will use commercially reasonable efforts to give Tenant at least five (5) Business Days prior notice (which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered may be given via e-mail to Tenant’s designated office representative) if Landlord intends to interrupt any services required to be furnished by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentLandlord.

Interruption of Services. Landlord will not be liable to Tenant agrees that Landlord or any other person for direct or consequential damages (including, without limitation, damages to persons or property or for injury to, or interruption of, business), Tenant shall not be liable entitled to any abatement or reduction of rent except as expressly set forth in damagesthis Section 16.3, by abatement nor shall a constructive eviction exist or shall Tenant be released from any of Rent or otherwise, Tenant’s obligations under this Lease (i) for any failure to furnish supply any heat, air conditioning, elevator, cleaning, lighting or delay in furnishing any service, security or for any diminution surges or interruptions of electricity, telecommunications or other service Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply such services; (ii) as a result of the admission to or exclusion from the Building or Project of any person; or (iii) for any discontinuance permitted under this Article XVI. Landlord reserves the right temporarily to discontinue the services set forth in the quality foregoing sentence, or quantity thereofany of them, when at such failure or delay or diminution is occasionedtimes as may be necessary by reason of accident, in whole or in part, by repairs, renewalsalterations or improvement, strikes, lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable, Landlord’s compliance with any mandatory or voluntary governmental energy conservation or environmental protection program, or improvementsany other happening beyond the control of Landlord. In the event of invasion, by any strikemob, lockout riot, public excitement or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond circumstances rendering such action advisable in Landlord’s reasonable control; and such failures opinion, Landlord will have the right to prevent access to the Building or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession Project during the continuance of the Premises or relieve Tenant from paying Rent or performing any of same by such means as Landlord, in its obligations under this Leasereasonable discretion may deem appropriate, including, without limitation, locking doors and closing Parking Facilities and the Common Areas. Notwithstanding the foregoing, if in the Premisesevent of any failure to furnish, or a material portion of any stoppage of, the Premises, is made untenantable (that is, Tenant cannot conduct its business specified services set forth in such portion) or inaccessible this Section 16.3 for a period in excess of five consecutive days, and if: (5a) consecutive business days such interruption is restricted to the Building and is not a neighborhood blackout or caused by an Event of Force Majeure; (b) such failure to furnish or stoppage is caused by the negligence or willful misconduct of Landlord or by the failure of Landlord to commence and diligently pursue repairs for which Landlord is responsible under this Lease; (c) such interruption results in the Premises, or any portion thereof in excess of 25% of the Rentable Square Feet of the Premises, becoming untenantable; and (d) Tenant actually ceases to occupy the Premises, or any untenantable portion of the Premises, as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)thereof, then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent in proportion to the area rendered untenantable and that is unoccupied, which abatement shall commence on the sixth day (and shall not be retroactive) and shall continue for the remainder of the period of such failure to furnish or stoppage of such specified services. As used in this Section 16.3, the specified services are electricity, water, natural gas and sewer service. If Tenant vacates the entire Premises due to such failure to furnish or stoppage of such specified services and more than fifty percent (50%) of the Premises is untenantable in a manner that allows Tenant to xxxxx Rent under this Section 8.03 16.3, (1) Tenant will be entitled to deem one hundred percent (100%) of the Premises to be untenantable and (2) if such conditions that permit Rent abatement described in this Section 16.3 for such event failure continue for more than two hundred forty (240) consecutive days, Tenant shall have the provisions right to terminate this Lease by providing written notice to Landlord, such termination to be effective within five (5) Business Days of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft delivery of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentsuch notice.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement In the event of Rent or otherwise, for failure to furnish or delay in furnishing any servicean interruption in, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure provide electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution air conditioning (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not, regardless of its duration, constitute an eviction or disturbance of Tenant’s use and possession , constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of the Premises business by Tenant or, except as provided herein, entitle Tenant to an abatement of rent or relieve to terminate this Lease. (a) If any Service Failure not caused by Tenant or its Representatives prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in the following circumstances: (i) if Landlord fails to correct the Service Failure within two (2) business days following Landlord’s receipt of a notice from Tenant of the occurrence of the Service Failure, and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, the abatement of rent shall commence on the day of the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall nonetheless remedy the Service Failure, at the expense of Tenant, pursuant to Landlord’s maintenance and repair obligations under this Section 8.03 Lease, but Tenant shall not be entitled to an abatement of rent or to terminate this Lease as a result of any such Service Failure. (in such event the provisions of Section 13.01 shall govern c) Notwithstanding Tenant’s rights). In no event entitlement to rent abatement under the preceding provisions, Tenant shall Landlord be liable continue to Tenant for any loss or damage, including the theft of pay Tenant’s propertythen current rent until such time as Landlord and Tenant agree on the amount of the rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (10) Business Days of the date they commence negotiations regarding the abatement, arising out then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) Where the cause of a Service Failure is within the control of a public utility or in connection with other public or quasi-public entity outside Landlord’s control, notification to such utility or entity of the Service Failure and request to remedy the failure of any security services, personnel or equipmentshall constitute “reasonable efforts” by Landlord to remedy the Service Failure.

Interruption of Services. Tenant understands, acknowledges and agrees that any one or more of the utilities or other building services identified in Section 6.01 may be interrupted by reason of accident, emergency or other causes beyond Landlord's control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made; that Landlord does not represent or warrant the uninterrupted availability of such utilities or building services, and that any such interruption shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s 's right to possession, occupancy and use and possession of the Leased Premises or any part thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from paying Rent or performing any of the obligation to perform its obligations covenants under this Lease. Notwithstanding the foregoing, if Landlord shall use commercially reasonable efforts to promptly restore utility service in the Premises, or a material portion event of an interruption thereof. If the Premises, is made Leased Premises are rendered untenantable (meaning that is, Tenant cannot conduct is unable to use such space in the normal course of its business in such portionbusiness) or inaccessible for a period in excess of more than five (5) consecutive business days as a result of the Service Failure after notice from Tenant to Landlord that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the such service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by interrupted, and provided that such restoration of service is within Landlord's reasonable control, Minimum Annual Rent shall xxxxx on a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of per diem basis for each day after such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days five (5) day period during which the Leased Premises remain untenantable. In the event the Leased Premises are rendered untenantable for more than thirty (30) consecutive days after notice from Tenant to Landlord, and provided that such restoration of service is within Landlord's reasonable control, Tenant shall have the right to terminate this Lease. In the event the Leased Premises are rendered untenantable for more than thirty (30) consecutive days after notice from Tenant to Landlord, whether or not the restoration of service is within Landlord's reasonable control, Minimum Annual Rent shall xxxxx on a material portion thereof are untenantable or inaccessible, or per diem basis for each day after such thirty (30) day period during which all or nearly all the Leased Premises remain untenantable. In the event the Leased Premises are unusablerendered untenantable for more than sixty (60) consecutive days after notice from Tenant to Landlord, by reason whether or not the restoration of a Service Failure which arises from a fire or other casualty which service is covered by within Landlord's reasonable control, Tenant shall have the provisions of ARTICLE 13 right to terminate this Lease. Upon any such termination, Tenant shall surrender the Leased Premises to Landlord in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection accordance with the failure terms of this Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any security services, personnel right or equipmentobligation arising prior to termination or which survives termination of the Lease.

Interruption of Services. Tenant understands, acknowledges and agrees that any one or more of the utilities or other building services identified in Section 6.01 may be interrupted by reason of accident, emergency or other causes beyond Landlord's control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made; that Landlord does not represent or warrant the uninterrupted availability of such utilities or building services, and that any such interruption shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s 's right to possession, occupancy and use and possession of the Leased Premises or any part thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from paying Rent or performing any of the obligation to perform its obligations covenants under this Lease. Notwithstanding the foregoingLandlord shall have no liability to Tenant, if the Premisesincluding, without limitation, liability for consequential damages arising out of, resulting from, or a material portion related to any such interruption of utility service or building services. Notwithstanding anything in this Lease to the Premisescontrary, is made Landlord shall use commercially reasonable efforts to promptly restore utility service. If the Leased Premises are rendered untenantable (meaning that is, Tenant cannot conduct is unable to use such space in the normal course of its business in such portionbusiness) or inaccessible for a period in excess of more than five (5) consecutive business days as a result of the Service Failure after notice from Tenant to Landlord that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the such service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by interrupted, and provided that such restoration of service is within Landlord's reasonable control, Minimum Annual Rent and Annual Rental Adjustment shall abatx xx a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of per diem basis for each day after such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days five (5) day period during which the Leased Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all remain untenantable. In the event the Leased Premises are unusablerendered untenantable for more than thirty (30) consecutive days after notice from Tenant to Landlord, by reason and provided that such restoration of a Service Failure which arises from a fire or other casualty which service is covered by within Landlord's reasonable control, Tenant shall have the provisions of ARTICLE 13 right to terminate this Lease. Upon such termination, Tenant shall surrender the Leased Premises to Landlord in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection accordance with the failure terms of this Lease and each party shall be released from further liability hereunder; provided, however, that such termination shall not affect any security services, personnel right or equipmentobligation arising prior to termination or which survives termination of the Lease.

Interruption of Services. Except as otherwise specifically provided herein, no failure to furnish or discontinuance of any service pursuant to this Article 8 shall result in any liability of Landlord to Tenant or be deemed to be a constructive eviction or a disturbance of Tenant’s use of the Premises. Without limitation to the generality of the foregoing, Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gasgas or other fuel, or water, or other fuel at the Building Office Unit after reasonable effort so to do, by any accident or casualty whatsoever, whatsoever by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such . Such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding anything to the foregoingcontrary contained in this paragraph, if if: (i) (y) Landlord ceases to furnish any service in the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible Office Unit for a period in excess of five (5) consecutive business days (or five (5) business days within a fifteen (15) business day period) after Tenant provides written notice to Landlord of such cessation and certifying that the conditions in this paragraph have been met (the “Interruption Notice”), or (z) Landlord fails to timely make any repairs, replacements or maintenance required to be performed by Landlord hereunder after Tenant provides to Landlord an Interruption Notice; (ii) such cessation or failure does not arise as a result of the Service Failure that has been caused by Landlord’s an act or omission with respect of Tenant or any of its agents, representatives, contractors or employees; (iii) such cessation or failure is not caused by a casualty or condemnation (as more fully set forth below) or any Force Majeure Causes; (iv) the restoration of such service or the performance of such repair is reasonably within the control of Landlord; and (v) as a result of such cessation or failure, the Premises or a portion thereof (other than a de minimis amount of space), is rendered untenantable and Tenant in fact ceases to matters within Landlord’s control (“Controlled Service Failure”)use the Premises, or such portion thereof, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder with respect to the portion of such space so affected during the period beginning on the sixth (61 6th) consecutive business day of the Controlled Service Failure such cessation or failure and ending on the earlier to occur of (I) the day when the service in question has been restoredrestored or the repair is made, and (II) the date on which Tenant reoccupies the affected portion of the Premises for the conduct of business. If In the event the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failurethe cessation in service, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises so rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentas set forth above.

Interruption of Services. Tenant agrees that Landlord shall not be liable in to Tenant for any damages, by nor shall Tenant be entitled to any abatement of Rent due to any interruption or otherwise, for failure to furnish or delay in furnishing any serviceutilities or Services, or for any diminution in the quality or quantity thereof, when such delay, failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, renewals or improvements, by any strike, lockout or other labor trouble, failure of any vendor, contractor or service provider to perform, by inability to secure electricityfuel or supplies for the Building, gas, water, or other fuel at the Building after provided that Landlord uses commercially reasonable effort so efforts to doovercome such circumstances, by any accident or casualty whatsoever, by act the act, omission, or default of Tenant or other partiesTenant, or by any other cause or circumstance beyond Landlord’s 's reasonable control; , and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of the Tenant’s 's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the PremisesPremises are rendered untenantable as the result of any such interruption or failure to furnish utilities or Services, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in and such portion) or inaccessible untenantability continues for a period in excess of five (5) consecutive business days as a result of Business Days (and provided that Tenant does not, in fact, use or occupy the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder Premises during the period beginning on of such untenantability), then, commencing with the sixth (61 ) consecutive business such day and continuing until such untenantability has been remedied, Basic Rent shall be abated in proportion to the portion of the Controlled Service Failure Premises so rendered untenantable. In the Premises are rendered untenantable as the result of any such interruption or failure to furnish utilities or Services, and ending on such interruption of failure continues for a period of thirty (30) or more consecutive days (a "Prolonged Interruption"), and such Prolonged Interruption actually prevents the day the service has been restored. If Tenant from using and occupying the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, so much of the amount of abatement Premises that Tenant is entitled unable to receive conduct any of its business operations therein, then Tenant shall have the right, after thirty (30) consecutive days of Prolonged Interruption, to terminate this Lease by reason giving not less than ten (10) Business Days advance written notice to Landlord, provided, however, that if Landlord shall cause such utility or Service to be restored before the expiration of such a Controlled Service Failure ten (10) Business Day period, this Lease shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentterminate.

Interruption of Services. Landlord does not represent or warrant that any of the services referred to above will be free from interruption and Tenant agrees acknowledges that Landlord any one or more of such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or causes beyond the reasonable control of Landlord. The rental herein reserved shall not be liable abated by reason of any interruption, reduction or discontinuance of service (except as expressly set forth below in damagesthis Section 6.03), by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (nor will any such event, a “Service Failure”) shall never event or occurrence be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises Leased Premises, or any part thereof, by Landlord, nor, except as may otherwise be expressly set forth herein, will any such event or occurrence render Landlord liable to Tenant for damages or relieve Tenant from paying Rent or performing any performance of its Tenant’s obligations under this Lease. Notwithstanding Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonable manner with the foregoingefforts of national, if state or local governmental agencies or utilities suppliers in reducing consumption of energy, water or any other resources, so long as the Premisesoperation of Tenant’s business in and from the Leased Premises is not materially, adversely affected thereby. In the event of any failure to furnish, or a material portion any stoppage of, any of the Premises, is made untenantable “Critical Services” (that is, Tenant cannot conduct its business in such portionas hereinafter defined) or inaccessible for a period in excess of five (5) consecutive business days as days, and if: (a) such interruption is restricted to the Building and is not a result of the Service Failure that has been neighborhood blackout; (b) such failure to furnish or stoppage is caused by Landlord’s act the sole negligence or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement willful misconduct of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable Landlord or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.Landlord to commence and diligently pursue repairs for which Landlord is responsible under this Lease; (c) such interruption results in the Leased Premises becoming untenantable; and

Interruption of Services. Tenant agrees that Landlord i. Landlord’s obligation to provide utilities and services for the Premises are subject to applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility or service), and shutdowns for maintenance and repairs, for security purposes, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, or other causes beyond the control of Landlord. In the event of an interruption in, or failure or inability to provide any service or utility for the Premises for any reason, such interruption, failure or inability shall not be liable in damagesconstitute an eviction of Tenant, by abatement of Rent constructive or otherwise, for failure to furnish or delay in furnishing impose upon Landlord any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty liability whatsoever, including, but not limited to, liability for consequential damages or loss of business by act Tenant, or, except as expressly set forth in this Lease, entitle Tenant to any abatement or default offset of Tenant Monthly Rent, Additional Rent or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve amounts due from Tenant from paying Rent or performing any of its obligations under this Lease. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable existing or future Legal Requirement permitting the termination of this Lease due to such interruption, failure or inability. ii. Notwithstanding the foregoing, if the Premisesany interruption in, or failure or inability to provide any Basic Services is (i) within Landlord’s reasonable control and continues for five (5) or more consecutive Business Days after Tenant’s written notice thereof to Landlord, or (ii) outside of Landlord’s reasonable control and continues for thirty (30) or more consecutive days after Tenant’s written notice thereof to Landlord, and Tenant is unable to use and does not use a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its Premises for Tenant’s business in such portion) or inaccessible for a period in excess of five (5) consecutive business days purposes as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)thereof, then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Monthly Rent under this Section 8.03 Paragraph 5 hereof and Additional Rent under Paragraph 7 hereof, which abatement shall commence as of the first day after the expiration of such five (in such event 5) Business Day or thirty (30) day period, as the provisions of Section 13.01 case may be, and shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including based on the theft extent of Tenant’s propertyinability to use the Premises for Tenant’s business. The abatement provisions set forth above shall be inapplicable to any interruption in, arising out or failure or inability to provide any Basic Services that is caused by (x) damage by fire or other casualty or a taking (it being acknowledged that such situations shall be governed by Paragraphs 26 and 27, respectively), or (y) the negligence or willful misconduct of Tenant or in connection with the failure of any security services, personnel or equipment.other Tenant Parties. 1005628.07/SF 375170-00002/11-24-16/mrm/mrm -42-

Interruption of Services. Tenant agrees that Landlord If any of the services described in Section 3.1.1 or any of the machinery or equipment in the Project should cease to function properly or in accordance with the requirements therefor described in Section 3.1.1, break down or be intentionally turned off for testing or maintenance purposes (provided such services shall not be liable intentionally turned off for testing or maintenance purposes except in damagesthe case of any situation Landlord reasonably determines to be an emergency without reasonable prior notice to Tenant, by and, in the case of electricity, such electricity shall not be intentionally turned off without seventy-two (72) hours prior notice), Tenant shall have no claim for abatement or reduction of Rent or otherwisedamages, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of nor shall Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any relieved of its obligations under this Lease, nor shall such condition be construed as an eviction of Tenant, provided, however, if: (i) there occurs an interruption in the HVAC, electricity, water or elevator services (the "Essential Services") to the Building or Leased Premises; (ii) such interruption renders more than an Insignificant Portion (hereinafter defined) of the Leased Premises Untenantab1e (hereinafter defined); and (iii) such interruption continues to render more than an Insignificant Portion of the Leased Premises Untenantable for three (3) consecutive days, then, the Rent (including charges for a pro rata portion of the parking permits applicable to Tenant) shall abate as to that portion of the Leased Premises that is rendered Untexxxxxble, and in the event that more than fifty percent (50%) of the Leased Premises is rendered Untenantable, such abatement shall apply as to the entirety of the Leased Premises (as well as to the entirety of the parking permits). Notwithstanding The abatement shall commence upon the expiration of the third (3rd) day and continue for so long as the interruption exists; provided, however, if the interruption continues to render more than an Insignificant Portion of the Leased Premises Untenantable for ninety (90) consecutive days, Tenant shall have the right thereafter to terminate this Lease during the period such interruption shall continue to exist, in which event Tenant will be relieved of all obligations arising after such date hereunder. In addition to and notwithstanding the foregoing, if in the Premises, or a material portion event there occurs an interruption in Essential Services that renders more than an Insignificant Portion of the PremisesLeased Premises Untenantable on any seven (7) days (in the aggregate, is made untenantable whether consecutively or otherwise) during a calendar year, then the Rent shall abate (as provided above) on each day thereafter during such calendar xxxx that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result more than an Insignificant Portion of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control Leased Premises is rendered Untenantable. For purposes of this Section 3.1.3, "Insignificant Portion" shall mean ten thousand (“Controlled Service Failure”)10,000) square feet of Net Rentable Area, then Tenant, as its sole remedy, shall be entitled to receive an except for purposes of abatement of Rent payable hereunder during the period beginning on the sixth only (61 not termination of this Lease), "Insignificant Portion" for interruption in electrical services shall mean one thousand (1,000) consecutive business day square feet of Net Rentable Area. In consideration of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount terms of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (3.1.3, Tenant waives all rights Tenant may have at law or in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damageequity, including any rights Tenant may have arising from implied warranties of suitability, to abate Rent or terminate this Lease under circumstances other than as xxxxxded by this Section 3.1.3; and Landlord agrees to use diligent efforts to restore the theft of Tenant’s property, arising out of services described in Section 3.1.1 and to promptly repair said equipment or in connection with the failure of any security services, personnel or equipmentmachinery.

Interruption of Services. Tenant agrees Landlord does not warrant that Landlord shall not any service or availability of any Building system will be liable in damagesfree from interruptions (i) caused by labor controversies, by abatement of Rent or otherwiseaccidents, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricityobtain fuel, gassteam, waterwater or supplies, governmental regulations, or other fuel at causes beyond the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default control of Tenant or other partiesLandlord, or by any other cause beyond Landlord’s reasonable control; and (ii) which Landlord may reasonably deem necessary in connection with the maintenance, repair or improvement of the Building. No such failures or delays or diminution (any such event, a “Service Failure”) interruption of service shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages, by abatement of rent or otherwise, (except as hereinafter provided) or relieve Tenant from paying Rent or performing any performance of its Tenant's obligations under this Lease. Notwithstanding Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of service. (a) If the foregoingLandlord ceases to furnish any of the services referred to in this Section 7 as a result of a condition which affects only the Building (and does not affect office buildings in general in the central business district of the City of Chicago), but not a condition described in Section 17 and if (i) such cessation is within Landlord's reasonable control, (ii) such cessation does not arise as a result of a negligent act or omission of Tenant or any other third party, or if such cessation does arise as a result of an act or omission of any third party, such cessation is able to be cured by reasonable and prompt action on the part of the Landlord but has not been so cured, (iii) as a result of such cessation, the Premises, or a material portion of any floor within the Premises, is made rendered untenantable (that ismeaning the inability to use any or all of the floor(s) within the Premises in the normal course of its business) and Tenant in fact so ceases to use such floor(s), Tenant cannot conduct its business in and (iv) such portion) or inaccessible cessation continues for a period in excess of five three (53) consecutive business days after notice from Tenant of such cessation of services, then, in addition to such other remedies as a result of Tenant may have either at law or in equity, the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated equitably abated based upon the percentage of the space in the Premises so rendered untenantable or inaccessible and not being used by Tenant. Notwithstanding The foregoing abatement shall become effective as of the foregoingfirst business day following the day the affected floor(s) become(s) untenantable and Tenant ceases to use such floor(s). If there is a cessation of services described in Section 7A, 7B or 7E for any reason outside of Landlord's reasonable control (other than as described in Section 17, which shall control), whether or not affecting other office buildings in the Chicago central business district, Tenant may xxxxx rent on the circumstances set forth in this paragraph if such cessation continues for more than five (5) business days during which after notice from Tenant of such cessation of services. (b) If any period of untenantability due to failure to receive services identified in Sections 7A, 7B and 7E involving more than fifty percent (50%) of the area of the Premises or a material portion thereof are untenantable or inaccessiblecontinues for longer than one hundred eighty (180) consecutive days, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled then unless subject to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 17 (which shall govern Tenant’s rightscontrol). In no event , Tenant may elect to terminate this Lease by written notice to Landlord within the thirty (30) day period following such one hundred eighty (180) consecutive day period; provided, however, if such stoppage of services requires work to be performed, acts to be done, or conditions to be removed which, by their nature, cannot reasonably be performed, done or removed, as the case may be, within such one hundred eighty (180) consecutive day period, then if Landlord shall Landlord have commenced curing or correcting the same within such period and shall have diligently prosecuted such correction or cure, such one hundred eighty (180) consecutive period shall be liable extended by such additional time period not to Tenant exceed an additional one hundred twenty (120) days, for any loss or damage, including a total of three hundred (300) days in the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentaggregate.

Interruption of Services. Tenant agrees that Landlord (a) Sublandlord shall not be liable in damages, by abatement of Rent or otherwise, for any failure to furnish furnish, stoppage of, or delay interruption in furnishing any service, of the services or for any diminution utilities described in the quality or quantity thereofSections 7.1 and 7.2, when such failure or delay or diminution is occasionedcaused by a cause beyond Sublandlord’s reasonable control (as such causes are described in Section 26.4), and, in whole such event, Subtenant shall not be entitled to any damages nor shall any failure or in partinterruption xxxxx or suspend Subtenant’s obligation to pay Base Rent and Additional Rent required under this Sublease or constitute or be construed as a constructive or other eviction of Subtenant; provided, by repairshowever, renewalsSublandlord shall use all reasonable diligence to restore same as soon as possible. (b) If any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or improvementsissues mandatory controls or voluntary controls relating to the use or conservation of energy, by any strike, lockout or other labor trouble, by inability to secure electricitywater, gas, waterlight or electricity, the reduction of automobile or other emissions, or the provision of any other fuel at the Building after reasonable effort so utility or service, Sublandlord may take any reasonably appropriate action to docomply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and Subtenant’s obligations hereunder shall not be affected by any accident or casualty whatsoever, such action of Sublandlord. (c) Any planned interruptions of any Building services shall be preceded by act or default reasonable prior notice to Subtenant of Tenant or other parties, or by such interruption and shall be undertaken in a manner reasonably designated to minimize any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenantinterference with Subtenant’s use and possession enjoyment of the Sublease Premises for Subtenant’s business. Notwithstanding anything to the contrary contained herein, if Subtenant is unable despite its good faith commercially diligent efforts to use the Sublease Premises for the ordinary conduct of Subtenant’s business due solely to (a) an interruption of an Essential Service (as hereinafter defined) which Sublandlord is required to provide hereunder, or relieve Tenant from paying Rent or performing any (b) Sublandlord’s breach of its obligations an obligation under this Lease. Notwithstanding the foregoingSublease to perform repairs or replacements which results in Sublandlord’s failure to provide an Essential Service, if the Premisesin each case other than as a result of casualty or condemnation and/or force majeure condition as described in Section 26.4, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in and such portion) or inaccessible condition continues for a period in excess of longer than five (5) consecutive business days as Business Days after Subtenant furnishes a result of notice to Sublandlord (the “Abatement Notice”) identifying the condition and Essential Service Failure that which has been caused by Landlordinterrupted and stating that Subtenant’s act inability to use the Sublease Premises is solely due to such condition, provided that (i) Subtenant does not actually use or omission with respect to matters within Landlordoccupy the Sublease Premises for the ordinary conduct of Subtenant’s control business otherwise during such five (“Controlled Service Failure”)5) consecutive Business Day period, and (ii) such condition has not resulted from the negligence or willful misconduct of Subtenant, then Tenant, as its sole remedy, Rent shall be entitled to receive an abatement of Rent payable hereunder during abated on a per diem basis for the period beginning (the “Abatement Period”) commencing on the sixth (61 6th) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.Business Day after the

Interruption of Services. Tenant agrees that In the event of an interruption in or failure or inability to provide any services or utilities to the Premises or Building for any reason (a "Service Failure"), such Service Failure shall not, regardless of its duration, impose upon Landlord shall not be liable in damagesany liability whatsoever, by abatement constitute an eviction of Rent Tenant, constructive or otherwise, for failure entitle Tenant to furnish an abatement of rent or delay in furnishing to terminate this Lease or otherwise release Tenant from any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its 's obligations under this Lease. Notwithstanding the foregoing, if the Premises, except only as otherwise provided in this Section 9.3. (a) If any Service Failure caused by Landlord's gross negligence or willful misconduct and not caused by Tenant or its Representatives prevents Tenant from reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure if the Service Failure is not remedied within five (5) Business Days following Xxxxxxxx's receipt of notice of the occurrence of the Service Failure, and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, in which event the abatement of rent shall commence on the sixth Business Day following Landlord's receipt of notice of the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall nonetheless remedy the Service Failure, at the expense of Tenant, pursuant to Landlord's maintenance and repair obligations under Section 7 - "Maintenance and Repair" or Section 12.1 - "Landlord's Duty to Repair," as the case may be, but Tenant shall not be entitled to an abatement of rent or to terminate this Section 8.03 Lease as a result of any such Service Failure. (c) Notwithstanding Xxxxxx's entitlement to rent abatement under the preceding provisions, Tenant shall continue to pay Tenant's then current rent until such time as Landlord and Tenant agree on the amount of the rent abatement. If Xxxxxxxx and Xxxxxx are unable to agree on the amount of such abatement within ten (10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) In addition to the foregoing provisions, if there is a Service Failure caused by Landlord's gross negligence or willful misconduct and not caused by Tenant or its Representatives and such Service Failure prevents Tenant from reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, and (i) Landlord fails to commence reasonable efforts to remedy the Service Failure within ninety (90) days following Xxxxxxxx's receipt of notice of the occurrence of the Service Failure, or (ii) the Service Failure in all events is not remedied within one (1) year following Xxxxxxxx's receipt of notice of the occurrence of the Service Failure its occurrence and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, and Tenant in fact does not conduct any business in the Premises for an uninterrupted period of one (1) year or more, Tenant shall have the right to terminate this Lease by written notice delivered to Landlord within ten (10) Business Days following the event described in clauses (i) or (ii) above giving rise to the right to terminate. (e) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord's control, notification to such utility or entity of the Service Failure and request to remedy the failure shall constitute "reasonable efforts" by Landlord to remedy the Service Failure. (f) Tenant hereby waives any benefits of any applicable existing or future Law, including the provisions of California Civil Code Section 13.01 shall govern Tenant’s rights1932(1). In no event shall Landlord be liable , permitting the termination of this Lease due to Tenant for any loss such interruption, failure or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinability.

Interruption of Services. Tenant agrees that In the event of an interruption in or failure or inability to provide any services or utilities to the Premises or Building for any reason (a "SERVICE FAILURE"), such Service Failure shall not, regardless of its duration, impose upon Landlord shall not be liable in damagesany liability whatsoever, by abatement constitute an eviction of Rent Tenant, constructive or otherwise, for failure entitle Tenant to furnish an abatement of rent or delay in furnishing to terminate this Lease or otherwise release Tenant from any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its 's obligations under this Lease. . (a) Notwithstanding the foregoing, if the Premises, any Service Failure not caused by Tenant or its Representatives or Visitors directly prevents Tenant from reasonably using a material portion of the Premises, is made untenantable (that isand Tenant in fact ceases to use such portion of the Premises, Tenant cannot conduct its business shall be entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in such portionthe following circumstances: (i) or inaccessible for a period in excess of five if Landlord fails to commence reasonable efforts to remedy the Service Failure within ten (510) consecutive business days as a result Business Days following the occurrence of the Service Failure that has been caused by Landlord’s act or omission with respect fails thereafter to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled pursue diligently reasonable action to receive an abatement of Rent payable hereunder during remedy the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount abatement of abatement that Rent shall commence on the eleventh (11th) Business Day following the Service Failure and continue for the balance of the period during which Tenant is entitled to receive so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within thirty (30) days following the occurrence of the Service Failure and Tenant in fact does not use such portion of the Premises for an uninterrupted period of thirty (30) days or more by reason of such a Controlled Service Failure, the abatement of Rent shall commence no later than the thirty-first (31st) day following the occurrence of the Service Failure shall be prorated based upon and continue for the percentage balance of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days period during which Tenant is so prevented from using such portion of the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of Premises. (b) If a Service Failure which arises from a fire is caused by Tenant or other casualty which is covered by its Representatives or Visitors, Landlord shall nonetheless remedy the provisions Service Failure at the expense of ARTICLE 13 Tenant pursuant to Landlord's maintenance and repair obligations under Section 7 or Section 12.1, as the case may be, but Tenant shall in no event not be considered in determining whether Tenant is entitled to an abatement of Rent or to terminate this Lease as a result of any such Service Failure. (c) Notwithstanding Tenant's entitlement to Rent abatement under this Section 8.03 the preceding provisions, Tenant shall continue to pay Tenant's then current Rent until such time as Landlord and Tenant agree on the amount of the Rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (in 10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord's control, notification to such event utility or entity of the Service Failure and request to remedy the failure shall constitute "reasonable efforts" by Landlord to remedy the Service Failure. (e) Tenant hereby waives the provisions of California Civil Code Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable 1932(l) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to Tenant for any loss such interruption, failure or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinability.

Interruption of Services. Tenant agrees that Notwithstanding anything contained in this Lease to the contrary, if (i) an interruption or curtailment, suspension or stoppage of an Essential Service (as said term is hereinafter defined) shall occur because of a failure of the Building’s systems or a failure of Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any serviceperform its obligations set forth herein, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by acts or negligence of Landlord or any third party under Landlord’s act control, including without limitation, any tenant of the Building (any such interruption of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption continues for more than three (3) consecutive Business Days after Landlord shall have received notice thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal operations in the Premises are materially and adversely affected, then there shall be an abatement of one day’s Basic Rent and Escalation Charges for each day during which such Service Interruption continues after such three (3) Business Day period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal business operations or omission if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Basic Rent and Escalation Charges shall only be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use the Premises. Except if and to the extent any such failure of Landlord constitutes a default of Landlord pursuant to Section 13.2 below, the rights granted to Tenant under this Section 7.6 shall be Tenant’s sole and exclusive remedy resulting from a failure of Landlord to provide services. For purposes hereof, the term “Essential Services” shall mean the following services: access to the Premises, water and sewer/septic service, HVAC service and electricity, but only to the extent that Landlord has an obligation to provide same to Tenant under this Lease. Any abatement of Basic Rent under this paragraph shall apply only with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled Basic Rent allocable to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day after each of the Controlled Service Failure conditions set forth in subsections (i) through (iii) hereof shall have been satisfied and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by only during such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason times as each of such a Controlled Service Failure conditions shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentexist.

Interruption of Services. Except as otherwise specifically provided herein, no failure to furnish any service pursuant to this Article 8 shall result in any liability of Landlord to Tenant or be deemed to be a constructive eviction or a disturbance of Tenant’s use of the Premises. Without limitation to the generality of the foregoing, Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasionedoccasioned , in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gasgas or other fuel, or water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, whatsoever by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such . Such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. In any event, Landlord shall use diligent efforts to restore any interrupted service as soon as reasonably possible. Notwithstanding anything to the foregoingcontrary contained in this Section, if if: (i) any service in the Premises, or a material portion of the Premises, Building is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible provided as required hereunder for a period in excess of five (5) consecutive business days after Tenant provides written notice to Landlord of such cessation (the “Interruption Notice”); (ii) such cessation does not arise as a result of the Service Failure that has been caused by Landlord’s an act or omission with respect to matters of Tenant; (iii) such cessation is not caused by a casualty or condemnation (as more fully set forth below); (iv) the restoration of such service is reasonably within the control of Landlord; and (v) as a result of such cessation, Tenant’s control (“Controlled Service Failure”)business operations within the Premises are materially and adversely affected, then Tenant, as its sole remedy, Tenant (i) shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 6th) consecutive business day of the Controlled Service Failure such cessation and ending on the day when the service in question has been restoredrestored and (ii) shall have the self-rights under Section 21.02 below. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the The amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises so rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises The terms and conditions of this paragraph are not applicable to condemnation or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE (as set forth in Sections 12 and 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rightsbelow). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Except to the extent otherwise expressly set forth in this Lease, Tenant agrees that Landlord shall not be liable in damages, for damages (by abatement of Rent rent or otherwise, ) for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of the Tenant’s 's use and possession of the Premises or relieve the Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if if, as a result of any cause (other than (i) damage by fire or other casualty, which is dealt with elsewhere in this Lease, and (ii) cases of emergency or circumstances caused by Tenant's negligence, willful misconduct, violation of laws or default of this Lease), utility services or access to the Premises, Premises are interrupted resulting in all or a material portion substantial part or parts of the Premises, is made Premises being rendered untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period of in excess of five (5) consecutive business days days, and if as a result thereof Tenant is unable to and does not utilize such portion or portions of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)Premises for the active conduct of Tenant's business, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning commencing on the sixth (61 6th) consecutive business day of the Controlled Service Failure such untenantability, Tenant's obligations to pay Base Rent and ending additional rent on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount account of abatement Taxes and Operating Expenses shall xxxxx in proportion to that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises so rendered untenantable untenantable. Such abatement shall continue until the service or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which access in question is restored so as to make the Premises or a material portion or portions thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmenttenantable.

Interruption of Services. Tenant agrees that If any of the Building equipment or ------------------------ machinery (excluding any equipment or machinery installed by or on behalf of Tenant) ceases to function promptly properly for any cause Landlord shall use reasonable diligence to repair the same promptly. Landlord's inability to furnish, to any extent, the Project services set forth in this Section 4, or any cessation thereof resulting from any causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any area of the Building shall not render Landlord liable for damages to either person or property or for interruption or loss to Tenant's business, nor be liable in damagesconstrued as an eviction of Tenant, by nor work an abatement of Rent or otherwiseany portion of rent, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or nor relieve Tenant from paying Rent fulfillment of any covenant or performing any agreement hereof. However, in the event that an interruption of its obligations under the Project services set forth in this Lease. Notwithstanding the foregoing, if the Premises, or Section 4 causes a material portion of the Premises, is made Premises to be untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of at least five (5) consecutive business days, monthly Rent shall be abated proportionately, except to the extent that such interruption is caused by or contributed to by Tenant. In addition to the foregoing but subject to Force Majeure, if Landlord fails to commence repair efforts within thirty (30) business days as a result following the date on which Landlord receives notice from Tenant that Building equipment or machinery (excluding any equipment or machinery installed by or on behalf of Tenant) has ceased to function, Tenant may give Landlord notice that it will seek to repair the problem itself; provided, however, that Tenant shall have no right to give such notice if Landlord reasonably determined that the cause of the Service Failure interruption is such that has been caused it cannot be repaired by Landlord’s act work at the Project. If Landlord fails to commence repair efforts within ten (10) business days following its receipt of a properly given such notice, Tenant may undertake repair efforts itself and pursue reimbursement from Landlord in accordance with the dispute resolution provisions contained in Section 35. Tenant acknowledges and agrees that it shall have no right to offset the costs and expenses incurred in connection with any such repair efforts against its obligations under this Lease, nor shall Tenant have any right to terminate or omission cancel this Lease by reason thereof. Tenant's right to undertake repair efforts under this Section 4F shall be available only with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such work in a Controlled Service Failure, the amount of abatement that Tenant Building which is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used occupied solely by Tenant. Notwithstanding the foregoingThe availability, business days during which the Premises or a material portion thereof are untenantable or inaccessibleif any, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions Tenant's repair rights hereunder shall not relieve Landlord of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent its obligations under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentSection.

Interruption of Services. Except for the limited abatement of Rent upon a fire or casualty described in Section 11 and except as hereinafter provided in this subsection, Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; and such . Such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if in the Premisesevent such failures, delays or a material portion diminutions prohibit Tenant's use or occupancy of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible Premises for a period in excess of more than five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)days, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 Lease shall xxxxx from and after such five (5) day period until such services are restored and, in addition, in the event that such failures, delays or diminutions prohibit Tenant's use or occupancy of: (i) more than two- thirds (2/3) of the Rentable Area for a period of ninety (90) consecutive days or more, or (ii) more than one-third (1/3) of the Rentable Area for a period of one hundred fifty (150) consecutive days or more, then Tenant shall have the right to terminate this Lease by giving written notice thereof to Landlord within ten (10) days after such 90 day period or 150 day period, as applicable; provided, however, that Tenant shall not have the right to terminate this Lease in the event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable provides to Tenant substitute space in the Building for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment's use and occupancy until such time as such services are no longer interrupted.

Interruption of Services. Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereof, when interruption of any utility or service and no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Leasewithhold sums due hereunder. Notwithstanding the foregoing, if in the Premisesevent that (a) an interruption of utility service to the Leased Premises is due to Landlord’s negligence or intentional wrongful acts, (b) the restoration of such utility service is entirely within Landlord’s control, and (c) such interruption renders all or a material portion of the Premises, is made Leased Premises untenantable (meaning that isTenant is unable to use, Tenant canand does not conduct use, such space in the normal course of its business for the Permitted Use) for more than three (3) consecutive business days, then Tenant shall notify Landlord in such portion) or inaccessible for a period in excess of five writing that Tenant intends to xxxxx rent. If service has not been restored within three (53) consecutive business days of Landlord’s receipt of Tenant’s notice, then Minimum Annual Rent shall xxxxx proportionately with respect to the portion of the Leased Premises rendered untenantable on a per diem basis for each day after such three (3) day period during which such portion of the Leased Premises remains untenantable. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, and Tenant shall not be entitled to damages (consequential or otherwise) as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentthereof.

Interruption of Services. (a) If, for any reason within Landlord's reasonable control there is a failure to furnish the facilities, utilities or services specified in this Article which are essential for Tenant's beneficial occupancy of the Leased Premises or to provide parking spaces required by Article Six and, after written notice thereof by Tenant agrees that to Landlord and to any holder of a First Mortgage for which Tenant has been provided a notice address, Landlord does not remedy same within thirty (30) days following delivery of such written notice (provided as to matters which cannot reasonably be remedied within thirty (30) days, Landlord shall not be liable deemed to be in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of its obligations, and Tenant or other partiesshall have no remedy hereunder except as may be provided in Section 5.08(d), or by any other cause beyond Landlord’s reasonable control; provided Landlord has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such failures or delays or diminution (any such eventcure to completion). If Landlord is in default after the applicable cure period, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance then Tenant shall, if it is not then in default of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease, have the option to provide such facilities, utilities or services for its own account until Landlord remedies the default and performs such obligations in accordance with this Lease. Notwithstanding If any interruption of services shall continue for more than sixty (60) days, Tenant may, by written notice to Landlord given at any time prior to the foregoingresumption of service to a reasonable level, terminate this Lease, and, upon giving such notice, this (b) In addition to Tenant's self-help remedies described in subsection (a) above, if for any reason within Landlord's reasonable control there is a failure to furnish the Premisesfacilities, utilities or services required to be furnished by this Lease and such failure results in an imminent threat to persons, Tenant's property or Tenant's business, Tenant may, after providing Landlord with such notice and the first right to remedy such failure as is practical under the circumstances, provide for its own account such facilities, utilities or services to the extent necessary to remove the threat to persons or property. (c) Any reasonable sums expended by Tenant in exercising its remedies described in Sections 5.08(a) or 5.08(b) above shall be reimbursed by Landlord within sixty (60) days of Tenant's invoice therefore together with invoices and paid receipts and other reasonable evidence of such costs (a material portion copy of same shall be simultaneously delivered by Tenant to any holder of a First Mortgage for which Tenant has been given a notice address). (d) If any impairment or cessation of Building Services pursuant to Section 5.08(a) or Section 5.08(b) renders part or all of the Premises, is made untenantable (that is, Tenant cannot Leased Premises unusable for the normal conduct its of Tenant's business in such portion) or inaccessible for a period in excess of more than five (5) consecutive business days as a result days, rent shall thereafter abatx xx to the portion of the Service Failure Leased Premises rendered unusable until such service is reinstated so that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control Tenant's Leased Premises are again useable for the normal conduct of Tenant's business. (“Controlled Service Failure”), then Tenant, as its sole remedy, e) The remedies set forth in subsections (a)-(d) above shall be entitled to receive an abatement Tenant's exclusive remedies for interruption of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restoredBuilding Services resulting from Landlord's negligent or wrongful acts or omissions. If the entire Premises has not been rendered untenantable an impairment or inaccessible by such a Controlled Service Failure, the amount cessation of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises Building Services results from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security utility company or other third party service provider to furnish such services, personnel or equipmentother event beyond Landlord's reasonable control, Landlord shall have no liability to Tenant under this Lease and, except as provided in the next sentence, rent shall not abatx, xxovided Landlord promptly notifies the service provider of such impairment or cessation and thereafter employs all reasonable efforts to cause such services to be reinstated. If such impairment or cessation of Building Services resulting from the failure of any utility company or other third party service provider to furnish such services or other events beyond Landlord's reasonable control renders part or all of the Leased Premises unusable for the normal conduct of Tenant's business for more than five (5) consecutive business days, rent shall thereafter abatx xx to the portion of the Leased Premises rendered unusable until such service is reinstated so that Tenant's Leased Premises are again useable for the normal conduct of Tenant's business.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement In the event of Rent or otherwise, for failure to furnish or delay in furnishing any servicean interruption in, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, provide any of the services or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default utilities described in Section 9.1 — “Description of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Services” (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not, regardless of its duration, constitute an eviction or disturbance of Tenant’s use and possession , constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of the Premises business by Tenant or, except as provided below in this Section 9.3, entitle Tenant to an abatement of rent or relieve to terminate this Lease. (a) If any Service Failure not caused by Tenant or its Representatives prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in the following circumstances: (i) if Landlord fails to commence reasonable efforts to remedy the Service Failure within five (5) Business Days following the occurrence of the Service Failure, and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, the abatement of rent shall commence on the sixth (6th) Business Day following the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within thirty (30) days following the occurrence of the Service Failure and Tenant in fact does not use such portion of the Premises for an uninterrupted period of thirty (30) days or more by reason of such Service Failure, the abatement of rent shall commence no later than the thirty-first (31st) day following the occurrence of the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall nonetheless remedy the Service Failure, at the expense of Tenant, pursuant to Landlord’s maintenance and repair obligations under Section 7 — “Maintenance and Repair” or Section 12.1 — “Landlord’s Duty to Repair,” as the case may be, but Tenant shall not be entitled to an abatement of rent or to terminate this Section 8.03 Lease as a result of any such Service Failure. (in c) Notwithstanding Tenant’s entitlement to rent abatement under the preceding provisions, Tenant shall continue to pay Tenant’s then current rent until such event time as Landlord and Tenant agree on the amount of the rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) If any Service Failure is caused by fire or other casualty then the provisions of Section 13.01 12 — “Damage or Destruction” shall govern Tenantcontrol. (e) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord’s rights). In no event shall Landlord be liable control, notification to Tenant for any loss such utility or damage, including entity of the theft of Tenant’s property, arising out of or in connection with Service Failure and request to remedy the failure shall constitute “reasonable efforts” by Landlord to remedy the Service Failure. (f) Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any security servicesother applicable existing or future law, personnel ordinance or equipmentgovernmental regulation permitting the termination of this Lease due to such interruption, failure or inability.

Interruption of Services. Tenant agrees It is understood and agreed that Landlord shall does not be liable in damages, by abatement warrant that any of Rent or otherwise, for failure the services referred to furnish or delay in furnishing any serviceabove, or for any diminution in the quality other services which Landlord may supply, will be free from interruption. Tenant acknowledges that any one or quantity thereof, when more of such failure services may be suspended by reason of accident or delay or diminution is occasioned, in whole or in part, by repairs, renewalsalterations or improvements necessary to be made, or improvementsby strikes or lockouts, or by any strike, lockout or other labor trouble, by inability to secure electricity, gas, waterreason of operation of law, or other fuel at causes beyond the Building after reasonable effort so to do, by any accident control of Landlord. No such interruption or casualty whatsoever, by act or default discontinuance of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never service will be deemed to constitute an eviction or a disturbance of Tenant’s 's use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages or abatement of Rent or relieve Tenant from paying Rent or the responsibility of performing any of its Tenant's obligations under this Lease. Notwithstanding the foregoingIf, if the Premises, as a result of Landlord's gross negligence or a material portion of the Premises, is made untenantable (that iswillful misconduct, Tenant cannot conduct is unable to operate its business in such portion) or inaccessible the Premises as a result of a cessation of a major service to be provided to the Premises by Landlord as set forth herein for a period in excess of more than five (5) consecutive business days, Rent shall abatx xxxil that major service is restored. If, a cessation of a major service rendering Tenant unable to operate its business in the Premises for more than five (5) business days is not a result of Landlord's gross negligence or willful misconduct, the Rent shall abatx xx a proportionate basis until that major service is restored. If, as a result of the Service Failure that has been caused by Landlord’s act 's gross negligence or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenantwillful misconduct, as its sole remedyset forth herein, shall be entitled the material services are unavailable for more than ninety (90) continuous days, the Tenant may, upon thirty (30) days written notice to receive an abatement of Rent payable hereunder during the period beginning on the sixth Landlord, terminate this Lease (61 unless such material service is restored within such thirty (30) consecutive business day of the Controlled Service Failure and ending on the day the service has been restoredperiod). If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason cessation of a Service Failure which arises from a fire major service is the result of other than Landlord's gross negligence or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event willful misconduct, the provisions of Section 13.01 17 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentapply.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, for damages (by abatement of Rent rent or otherwise, except for abatement of rent specifically provided for under this Paragraph 7(c)) for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricityfuel, gasby governmental laws, waterregulations or orders, by Landlord's compliance, in whole or other fuel at the Building after reasonable effort so to doin part with any government promulgated program (whether voluntary or mandatory), for conservation of energy by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of the Tenant’s 's use and possession of the Premises or relieve the Tenant from paying Rent rent or performing any of its obligations under this Lease. Landlord's obligation to furnish services shall also be further conditioned upon the availability of adequate energy sources from the public utility companies then servicing the downtown Denver area. Notwithstanding the foregoingforegoing provisions of this Paragraph 7(c), Base Rent shall be abated in the event of the disruption of services in accordance with the following provisions: (i) in the case of interruption of electrical power to the Premises resulting in a shutdown of Tenant's computers, antennas, telephones, or other office equipment, if such interruption continues for seven consecutive days and as a result Tenant is not using the PremisesPremises (or the affected portion), or then the Base Rent for the Premises (or, if only a material portion of the PremisesPremises is affected, is made untenantable (that is, Tenant cannot conduct its business in prorated for such portion) shall be abated commencing on the first day following the seventh continuous day of such disruption until the service in question has been restored; (ii) in the case of the substantial failure of the water supply to the restrooms or inaccessible substantial failure of the HVAC system to the Premises or of any portion of the life safety system, and if such interruption continues for a period in excess of five (5) seven consecutive business days without Landlord having provided reasonable substitute temporary services, and as a result Tenant is not using the Premises (or portion affected) then Base Rent for the Premises (or, if only a portion of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)Premises is affected, then Tenant, as its sole remedy, for such portion) shall be entitled to receive an abatement of Rent payable hereunder during the period beginning abated commencing on the sixth (61 ) first day following the seventh consecutive business day of the Controlled Service Failure and ending on the day such disruption until the service in question has been restored. If the entire Premises has not been rendered untenantable In any event, Landlord shall use reasonable efforts to restore any discontinued or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible interrupted services and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentprovide temporary services as soon as reasonably practicable.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for Landlord’s failure to furnish or delay in furnishing any servicefurnish, or for any diminution in interruption or termination of, services due to the quality or quantity thereofapplication of Laws, when such the failure or delay or diminution is occasionedof any equipment, in whole or in part, by the performance of repairs, renewalsimprovements or alterations, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default occurrence of Tenant or other parties, or by any other event or cause beyond Landlord’s whether or not within the reasonable control; and such failures or delays or diminution control of Landlord (any such event, a “Service Failure”) ), shall never be deemed not render Landlord liable to Tenant, constitute an a constructive eviction or disturbance of Tenant’s use and possession , give rise to an abatement of the Premises rent, or relieve Tenant from paying Rent the obligation to fulfill any covenant or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights)agreement. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s personal property, arising out of or in connection with the failure of any security services, personnel or equipment. Any provision herein to the contrary notwithstanding, if a Service Failure results in the Premises or any material portion thereof not being reasonably usable by Tenant for its business purpose (“Untenantable”) (unless the Service Failure is caused by the negligence or intentional misconduct of Tenant, its agents, contractors or employees, in which event Tenant shall not be entitled to the rights expressed in this paragraph, or unless the Service Failure is caused by a fire or other casualty, in which event Paragraph 11 of the Lease, as amended hereby, controls) and same remains uncured for a total of 5 Business Days during any 10 consecutive Business Day period (the “Cure Period”) after Landlord’s receipt of Tenant’s written notice of the Service Failure, Tenant shall be entitled to the following: for each day or portion thereof that such Service Failure continues beyond the fifth business day in the Cure Period, Tenant shall be entitled to an equitable abatement of Rent commensurate to that portion of the Premises rendered Untenantable by the Service Failure calculated on a per square foot basis beginning on the sixth Business Day in the Cure Period and ending at the time the Premises are again suitable for use by Tenant for its intended purposes.” Paragraph 7 is further amended to provide that the building standard HVAC system is designed to maintain, and Landlord shall cause to be provided, temperatures within the Premises during all seasons of not less than 72° Fahrenheit dry bulb and not more than 76° Fahrenheit dry bulb, when, for cooling purposes, outside temperatures are not more than 100° Fahrenheit dry bulb, and when, for heating purposes, outside temperatures are not less than 20° Fahrenheit dry bulb, based on a tenant electrical design load of 4 xxxxx per square foot high and/or low voltage electrical use, building envelope loads, building equipment loads and a building density of 1 person per 250 square feet of rentable square feet in the Substitution Space.

Interruption of Services. Tenant agrees that neither Landlord, nor any of Landlord's beneficiaries (if Landlord is a land trust), nor the managing agent of the Property nor any of their respective agents, partners or employees shall not be liable for damage or injury to person, property or business or for loss or interruption of business, or for any other matter, in damagesthe event there is any failure, by abatement of Rent delay, interruption or otherwise, for failure to furnish or delay diminution in furnishing any service, or for any diminution in the quality or quantity thereofand no such failure, when such failure or delay delay, interruption or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and or possession of the Premises Leased Premises, in whole or in part, actual or constructive, entitle Tenant to any claim for set-off, abatement or reduction of Rent, render Landlord liable for damages, or relieve Tenant from paying Rent the performance of or performing affect any of its Tenant's obligations under this Lease. Notwithstanding anything to the foregoingcontrary contained herein, if in the Premisesevent Landlord fails to furnish heating, air-conditioning, electricity, water, elevator service or housekeeping (each, a material portion of “Major Service”) to the PremisesLeased Premises as required under this Lease, is made untenantable and such failure: (that is, Tenant cannot conduct its business in such portioni) or inaccessible continues for a period in excess of five more than three (53) consecutive business days as or more than a total of twelve (12) days in any calendar year; and (ii) is not caused solely and directly by an act of Tenant or any of Tenant’s agents, employees, contractors, directors, officers, members, shareholders and partners (collectively, the “Tenant Parties, and each, a “Tenant Party”); and (iii) is not caused by condemnation, fire or other casualty; and (iv) is not the result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)Force Majeure, then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during only with respect to that portion of the period Leased Premises so affected, beginning on the sixth fourth (61 4th) consecutive business day or thirteenth (13th) day, as the case may be, of the Controlled Service Failure and ending on such failure to the day immediately preceding the service day on which the Major Service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Tenant agrees Notwithstanding anything in this Lease to the contrary, in the event that Landlord shall not be liable (i) the provision of any of the foregoing services set forth in damages, by abatement of Rent or otherwise, for failure this Section 7.4 to furnish or delay in furnishing any servicethe Premises is interrupted, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution Tenant is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability prevented from having access to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in collectively an “Abatement Event”) and (ii) such portion) or inaccessible Abatement Event continues for a period in excess of five (5) consecutive business days Business Days after Tenant first notifies Landlord of such Abatement Event in writing, and (iii) as a result of thereof Tenant is unable to and does not in fact conduct business from the Service Failure that has been caused by Landlord’s act Premises or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)any applicable portion thereof, then Tenantfrom and after such five (5) consecutive Business Day period, as its sole remedy, Tenant shall be entitled to receive an abatement xxxxx its rent obligations (Basic Rent and all additional rent) hereunder as to the Premises or any applicable portion thereof which is not usable or accessible (including Saturdays and Sundays during which the Abatement Event continues), until such time as Tenant is reasonably able to use or access the Premises, as applicable. To the extent that the unusable or inaccessible portion of Rent payable hereunder during the period beginning on Premises prevents Tenant from conducting its business in such unusable or inaccessible portion, and the sixth remaining portion of the Premises is not sufficient to permit Tenant to effectively conduct its business therein, and Tenant does not conduct its business in any portion of the Premises, then for such time after expiration of the five (61 5) consecutive Business Day period during which Tenant is prevented from conducting its business day of the Controlled Service Failure therein, Tenant’s Rent obligations (Base Rent and ending on the day the service has been restored. If additional rent) for the entire Premises has not been rendered untenantable or inaccessible by shall be abated; provided, however, that if any part of the Premises is reasonably useable for Tenant’s operations in the Premises notwithstanding such a Controlled Service FailureAbatement Event, then the amount of each daily abatement that Tenant is entitled of Basic Rent and additional rent shall only be proportionate to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage nature and the extent of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft interruption of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentnormal operations.

Interruption of Services. Tenant agrees that Landlord shall not be in default under this Lease and shall not be liable in damages, by abatement of Rent or otherwise, to Tenant for failure to furnish or delay in furnishing any service, or for any diminution in provide services pursuant to this Article if failure to provide the quality or quantity thereof, when such failure or delay or diminution services is occasioned, in whole or in part, caused by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default factors outside of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoingforegoing or anything to the contrary in this Lease, if in the Premisesevent of an interruption for any reason other than Force Majeure or act or omission by Tenant or its agents, employees or contractors in the aforementioned central heat and air conditioning, plumbing, or a material portion electrical services serving the Leased Premises which renders the Leased Premises or any part thereof not reasonably usable by Tenant (and such part of the PremisesLeased Premises is in fact not used by Tenant solely by reason of such interruption, is made untenantable (that is, except for such limited use as Tenant cannot may require on an emergency basis) in the ordinary conduct of its business in such portion) or inaccessible for a any period in excess of five (5) consecutive business days after Landlord has received written notice from Tenant as provided in Paragraph 23.1 of this Lease of such interruption, Base Rent and Additional Rent shall be abated proportionately thereafter until such time as Landlord restores such interrupted utilities and services or otherwise provides substantially the same service by temporary or alternative means (such temporary or alternative service reasonably allowing Tenant to use the Leased Premises for general office purposes in a result manner consistent with such use under circumstances in which such temporary or alternative means are not required). If such interruption of the Service Failure that has been caused utilities and services renders the entire Leased Premises not reasonably usable (and the Leased Premises are in fact not used by Landlord’s act Tenant solely by reason of such interruption, except for such limited use as Tenant may require on an emergency basis) for a continuous period in excess of forty-five (45) consecutive business days, or omission with respect for ninety (90) or more business days (whether or not consecutive) in any twelve (12) month period, in each case following such written notice to matters within Landlord’s control (“Controlled Service Failure”)Landlord of each occurrence of such interruption, then Tenantthen, as its sole remedyin addition to any rental abatement, Tenant shall be entitled to receive an abatement terminate this Lease by giving Landlord twenty-four (24) hours written notification, to be given during such period of Rent payable hereunder during interruption, and Tenant shall have no further obligation or liability to Landlord under this Lease (other than amounts outstanding under this Lease that existed prior to the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason interruption of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible utilities and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rightsservices). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Tenant agrees that If any of the Building equipment or ------------------------ machinery ceases to function properly for any cause whatsoever, Landlord shall not use reasonable diligence to repair the same promptly. Landlord's inability to furnish, to any extent, the Project services set forth in this Section 4, or any cessation thereof resulting from any causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any area of the Building shall not, except in the event of the gross negligence, willful misconduct or breach of an express obligation under this Lease by Landlord or Landlord's contractors, agents or employees, render Landlord liable for damages to either person or property or for interruption or loss to Tenant's business, nor be liable in damagesconstrued as an eviction of Tenant, by nor except as otherwise provided herein, work an abatement of Rent any portion of Rent, nor relieve Tenant from fulfillment of any covenant or otherwiseagreement hereof. The foregoing notwithstanding, for if (i) there occurs an interruption or failure to furnish of service or delay in furnishing any servicefacilities provided by Landlord that is caused by the gross negligence, willful misconduct or breach of this Lease by Landlord or Landlord's agents, employees or contractors, or for any diminution in the quality (ii) if there occurs an interruption or quantity thereof, when such failure of service or delay or diminution is occasioned, in whole or in part, facilities provided by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by Landlord from any other cause beyond within Landlord’s 's reasonable control; control and Landlord does not begin to cure such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed failure to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of extent within its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of reasonable control within five (5) consecutive business days as a result of and thereafter diligently continue such cure to completion, then, in either case, from the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control fifth (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 5th) consecutive business day of the Controlled Service Failure and ending on existence of the day interruption until the service has been is fully restored. If the entire Premises has not been rendered untenantable or inaccessible , Base Rent payable by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure hereunder shall be prorated based upon abated for the percentage portion of the Premises rendered untenantable or inaccessible for which normal and not used customary utilization by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentimpractical.

Interruption of Services. In the event of an interruption in or failure or inability to provide any services or utilities including, without limitation, water, electricity, heating, ventilating, air-conditioning and elevator service, to the Premises or the Building for any reason (a "Service Failure"), such Service Failure shall not, regardless of its duration, constitute an eviction of Tenant, constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of business by Tenant agrees that Landlord shall not be liable in damagesor, by except as provided below, entitle Tenant to an abatement of Rent or otherwise, for failure to furnish or delay in furnishing terminate this Lease. (a) If any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, Service Failure not caused by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, its Representatives or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Visitors prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, Tenant shall be entitled to an abatement of Base Rent and Operating Cost payments with respect to the portion of the Premises that Tenant is made untenantable prevented from using by reason of such Service Failure in the following circumstances: (that is, Tenant cannot conduct its business in such portioni) or inaccessible for a period in excess of if Landlord fails to commence reasonable efforts to remedy the Service Failure within five (5) consecutive Business Days following the occurrence to the Service Failure or fails thereafter to pursue diligently reasonable action to remedy the Service Failure, the abatement of Rent shall commence on the tenth (10th) Business Day following the Service Failure and continue for the balance of the period during which Tenant is so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within fifteen (15) business days as a result following the occurrence of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day and Tenant in fact does not use such portion of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable for an uninterrupted period of fifteen (15) days or inaccessible more by reason of such a Controlled Service Failure, the amount abatement of abatement that Rent shall commence no later than the sixteenth (16th) day following the occurrence of the Service Failure and continue for the balance of the period during which Tenant is entitled to receive by reason of so prevented from using such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises rendered untenantable or inaccessible and not used by TenantPremises. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of Please Initial Tenant ( ) Landlord ( ) (b) If a Service Failure which arises from a fire is caused by Tenant or other casualty which is covered by Tenant's employees, agents, contractors, visitors or customers ("Tenant's Representatives") Landlord shall nonetheless remedy the provisions Service Failure, at the expense of ARTICLE 13 Tenant, pursuant to Landlord's maintenance and repair obligations under Paragraph 8.1-Landlord's Maintenance and Repair Obligations, as the case may be, but Tenant shall in no event not be considered in determining whether Tenant is entitled to an abatement of Rent or to terminate this Lease as a result of any such Service Failure. (c) Any claim by Tenant for Rent abatement under this Section 8.03 Paragraph 7.5 shall be subject to and resolved in accordance with Subparagraph 8.1(c). (in d) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord's control, notification to such event utility or entity of the provisions of Section 13.01 Service Failure and request to remedy the failure, shall govern Tenant’s rights)constitute "reasonable efforts" by Landlord to remedy the Service Failure. In no event Nothing contained herein shall Landlord be liable prevent Tenant from contacting any such public utility or other public or quasipublic entity to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentrequest that such entity remedy a Service Failure.

Interruption of Services. Tenant agrees that Landlord Landlord’s obligation to provide utilities and services for the Premises are subject to the Rules and Regulations of the Building, applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility or service), and shutdowns for maintenance and repairs, for security purposes, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, or other causes beyond the control of Landlord. In the event of an interruption in, or failure or inability to provide any service or utility for the Premises for any reason, such interruption, failure or inability shall not be liable in damagesconstitute an eviction of Tenant, by abatement of Rent constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for failure to furnish consequential damages or delay in furnishing any serviceloss of business by Tenant, or for entitle Tenant to any diminution in the quality abatement or quantity thereofoffset of Monthly Rent, when such failure Additional Rent or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve amounts due from Tenant from paying Rent or performing any of its obligations under this Lease. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable existing or future Legal Requirement permitting the termination of this Lease due to such interruption, failure or inability. Notwithstanding the foregoing, if any interruption in or failure or inability to provide any of the Premisesservices or utilities described in Paragraph 17.a. or 10.b. (a “Service Interruption”) is (i) within the reasonable control of Landlord to correct and continues for five (5) consecutive Business Days after Landlord becomes aware thereof, whether by Tenant’s written notice to Landlord thereof or otherwise, or (ii) outside of Landlord’s reasonable control to correct and continues for sixty (60) or more consecutive days after Landlord becomes aware thereof, whether by Tenant’s written notice to Landlord thereof or otherwise, and Tenant is unable to conduct and does not conduct any business in a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days Premises as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)thereof, then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Monthly Rent under this Section 8.03 Paragraph 5 hereof and Additional Rent under Paragraph 7 hereof, which abatement shall commence as of the first day after the expiration of such five (in 5) Business Day or sixty (60) day period (as applicable) and terminate upon the cessation of such event Service Interruption, and which abatement shall be based on the provisions portion of Section 13.01 shall govern the Premises rendered unusable for Tenant’s rightsbusiness by such Service Interruption. The abatement rights set forth above shall be inapplicable to any interruption, failure or inability described in this Paragraph 17.e. that is caused by (x) damage from fire or other casualty (it being acknowledged that such situation shall be governed by Paragraph 26 below), or (y) to any other interruption, failure or inability described in this Paragraph 17.e. In no event shall Landlord be liable to the extent caused by the negligence or willful misconduct of Tenant for any loss or damageits agents, including the theft of Tenant’s property, arising out of employees or in connection with the failure of any security services, personnel or equipmentcontractors.

Interruption of Services. (a) Landlord reserves the right to curtail, suspend, interrupt and/or stop the supply of water, sewer, electrical current, janitorial, and other services, and to curtail, suspend, interrupt and/or stop use of entrances, lobbies and/or elevators serving access to the Building, or other portions of the Property, without thereby incurring any liability to Tenant, when necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements in the judgment of Landlord reasonably exercised desirable or necessary, or when prevented from supplying such services or use due to any act or neglect of Tenant agrees that or Tenant’s agents employees, contractors or invitees or any person claiming by, through or under Tenant or by any force majeure event. Except as otherwise set forth in Section 14.5(b) below, no diminution or abatement of rent or other compensation, nor any direct, indirect or consequential damages shall or will be claimed by Tenant as a result of, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of, any such interruption, curtailment, suspension or stoppage in the furnishing of the foregoing services or use, irrespective of the cause thereof. Except as otherwise expressly provided in this Lease, the failure or omission on the part of Landlord to furnish any of the foregoing services or use as provided in this paragraph shall not be construed as an eviction of Tenant, actual or constructive, nor entitle Tenant to an abatement of Rent, nor to render the Landlord liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve nor release Tenant from paying Rent or performing prompt fulfillment of any of its obligations covenants under this Lease. Notwithstanding anything herein to the foregoingcontrary, in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate the cause thereof and, except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof. (b) Notwithstanding the provisions of Section 14.5(a) above, if (i) an interruption or curtailment, suspension or stoppage of an Essential Service (as said term is hereinafter defined) shall occur, except if any of the Premisessame is due to any act or neglect of Tenant or any Agent, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty event which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Article XVII or Article XVIII of this Lease (any such interruption of an Essential Service being hereinafter referred to as a “Service Interruption”), and (ii) as a result of such Service Interruption, the Premises becomes untenantable so that for the Abatement Eligibility Period (as hereinafter defined) Tenant is entitled unable to and does not in fact conduct its business in the affected portion of the Premises during the entirety of the Abatement Eligibility Period by reason of such untenantability, then there shall be an abatement of one day’s Rent under this Section 8.03 and additional rent for each day during which such Service Interruption continues after the Abatement Eligibility Period until such date that the Premises or the affected portion thereof shall be rendered tenantable (in or such event earlier date, if any, as Tenant shall reoccupy the provisions Premises or the affected portion thereof for the conduct of Section 13.01 shall govern its business); provided, however, that if any part of the Premises is reasonably useable for Tenant’s rights). In no event normal business operations or if Tenant conducts all or any part of its operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of each daily abatement of Rent and additional rent shall Landlord only be liable proportionate to Tenant for any loss or damage, including the theft nature and extent of the interruption of Tenant’s propertynormal operations or ability to use the Premises. For the purposes hereof, arising out the “Abatement Eligibility Period” shall be defined as thirty (30) consecutive business days after Landlord’s receipt of written notice from Tenant of the Service Interruption causing untenantability in the Premises, unless such Service Interruption is within the reasonable control of Landlord to remedy (and Landlord is not impeded by reason of any force majeure event) or such Service Interruption was caused by Landlord’s willful misconduct, in which case the Abatement Eligibility Period shall be five (5) consecutive Business Days after Xxxxxxxx’s receipt of such notice. For purposes hereof, the term “Essential Services” shall mean the following services in accordance with Landlord’s obligations under this Lease: passenger elevator service, water and sewer service, HVAC, electricity and telecommunications services. The remedies set forth in this Section 14.5(b) shall be Tenant’s sole remedy on account of a Service Interruption and this Section 14.5(b) shall not apply in the event of untenantability caused by fire or other casualty or taking (which shall be subject to the terms and conditions of Article XVII or Article XVIII below, as applicable). A Service Interruption will not be deemed to have occurred if Tenant introduces into the Premises personnel or equipment which overloads the capacity of the Building systems or in connection any other way interferes with any building system’s ability to perform its proper functions, including, without limitation, Tenant’s design, layout or occupancy level of the failure of any security services, personnel or equipmentPremises in a manner which inhibits the HVAC system’s ability to perform properly in the manner designed.

Interruption of Services. Tenant agrees that In the event of an interruption in or failure or inability to provide any services or utilities to the Premises or Building for any reason (a "Service Failure"), such Service Failure shall not, regardless of its duration, impose upon Landlord shall not be liable in damagesany liability whatsoever, by abatement constitute an eviction of Rent Tenant, constructive or otherwise, for failure entitle Tenant to furnish an abatement of rent or delay in furnishing to terminate this Lease or otherwise release Tenant from any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its 's obligations under this Lease. . (a) Notwithstanding the foregoing, if the Premises, any Service Failure not caused by Tenant or its Representatives or Visitors directly prevents Tenant from reasonably using a material portion of the Premises, is made untenantable (that isand Tenant in fact ceases to use such portion of the Premises, Tenant cannot conduct its business shall be entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in such portionthe following circumstances: (i) or inaccessible for a period in excess of five if Landlord fails to commence reasonable efforts to remedy the Service Failure within ten (510) consecutive business days as a result Business Days following the occurrence of the Service Failure that has been caused by Landlord’s act or omission with respect fails thereafter to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled pursue diligently reasonable action to receive an abatement of Rent payable hereunder during remedy the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount abatement of abatement that Rent shall commence on the eleventh (11th) Business Day following the Service Failure and continue for the balance of the period during which Tenant is entitled to receive so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within thirty (30) days following the occurrence of the Service Failure and Tenant in fact does not use such portion of the Premises for an uninterrupted period of thirty (30) days or more by reason of such a Controlled Service Failure, the abatement of Rent shall commence no later than the thirty-first (31st) day following the occurrence of the Service Failure shall be prorated based upon and continue for the percentage balance of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days period during which Tenant is so prevented from using such portion of the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of Premises. (b) If a Service Failure which arises from a fire is caused by Tenant or other casualty which is covered by its Representatives or Visitors, Landlord shall nonetheless remedy the provisions Service Failure at the expense of ARTICLE 13 Tenant pursuant to Landlord's maintenance and repair obligations under Section 7 or Section 12.1, as the case may be, but Tenant shall in no event not be considered in determining whether Tenant is entitled to an abatement of Rent or to terminate this Lease as a result of any such Service Failure. (c) Notwithstanding Tenant's entitlement to Rent abatement under this Section 8.03 the preceding provisions, Tenant shall continue to pay Tenant's then current Rent until such time as Landlord and Tenant agree on the amount of the Rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (in 10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord's control, notification to such event utility or entity of the Service Failure and request to remedy the failure shall constitute "reasonable efforts" by Landlord to remedy the Service Failure. (e) Tenant hereby waives the provisions of California Civil Code Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to Tenant for any loss such interruption, failure or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinability.

Interruption of Services. Subject to Section 11.5 hereof, Tenant agrees that Landlord neither Landlord, nor any of Landlord’s constituent partners or owners, nor any of their respective agents, partners, owners, members or employees, shall not be liable for damage or injury to person, property or business or for loss or interruption of business, or for any other matter, in damagesthe event there is any failure, by abatement of Rent delay, interruption or otherwise, for failure to furnish or delay diminution in furnishing any service. Subject to Section 11.5 hereof and except as expressly provided below in this Section, or for any diminution in the quality or quantity thereofno such failure, when such failure or delay delay, interruption or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and or possession of the Premises Demised Premises, in whole or in part, actual or constructive, nor entitle Tenant to any claim for set-off, abatement or reduction of Rent, nor render Landlord liable for damages, nor relieve Tenant from paying Rent the performance of or performing affect any of its Tenant’s obligations under this Lease. Notwithstanding the foregoing, if the Premisesservices described in Sections 9.1, 9.3 or a material 9.4 (but, as to Section 9.4, only to the extent Landlord has elected to furnish electricity directly to Tenant as provided therein or to the extent the electricity interruption is caused solely by Landlord’s negligence or willful misconduct or Landlord’s failure to maintain and repair the base Building electrical systems as required under this Lease) above, are interrupted, such that Tenant is not able and actually ceases to conduct any of its customary business activities in the Demised Premises or any portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible thereof for a period in excess of five three (53) consecutive business days days, then, Base Rent and Tenant’s Expense Charge shall axxxx with respect to those portions of the Demised Premises so rendered untenantable as of the fourth (4th) consecutive business day and thereafter until such time as service is restored so that Tenant is able to or actually resumes occupancy of the Demised Premises (or such affected portion thereof, as applicable) for any of its customary business activities. Landlord shall use commercially reasonable efforts to minimize such failure, delay, interruption or diminution in furnishing the services described in Sections 9.1, 9.3 and 9.4 (but, as to Section 9.4, only to the extent Landlord has elected to furnish electricity directly to Tenant as provided therein) above. Notwithstanding any of the foregoing provisions of this Section, untenantability by reason of damage by fire or other casualty shall be governed by the provisions of Article 12 hereof. Subject to Section 11.5 hereof, in the case of any untenantability of the Demised Premises or any portion thereof as a result of the Service Failure that has been caused by Landlordmatters described in this Section, the remedies expressly set forth hereinabove in this Section shall constitute Tenant’s act or omission sole and exclusive remedies as against Landlord with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentuntenantability.

Interruption of Services. Notwithstanding anything herein to the contrary, the obligations of the Landlord to provide the services and utilities provided above shall be subject to governmental regulation (e.g., rationing, temperature, control, etc.) and any such regulation which requires Landlord to provide or not provide such services or utilities other than as herein provided, shall not constitute a default hereunder, but rather compliance with such regulation shall be deemed to be compliance by Landlord hereunder. Any failure or defect in Landlord's hereinabove described services shall not be construed as an eviction of Tenant, nor entitle Tenant agrees that to any reduction, abatement, offset, or refund of Rent or to any damages from Landlord and in no event shall Landlord be liable for damage to persons or property (including, without limitation, business interruption) or be in default hereunder as a result of any such uncontrollable event or results or effects thereof. Landlord shall not be liable in damagesbreach or default under this Lease, by abatement of Rent or otherwise, for failure provided Landlord uses reasonable diligence to furnish or delay in furnishing restore any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building defect promptly after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this LeaseLandlord receives written notice thereof. Notwithstanding the foregoing, if in the Premises, or a material portion event of the Premisesfailure to furnish, is made untenantable (that isany stoppage of or other interruption in the furnishing of the services or utilities described in Section 7.01, Tenant cannot conduct its business in such portion) or inaccessible which continues for a period in excess of five (5) consecutive business days as a result after receipt by Landlord of the Service Failure that has been written notice thereof from Tenant, and such failure, stoppage or interruption is not caused by Landlord’s force majeure (defined in Section 17.10 hereof), a casualty covered by Section 10.01 hereof, a failure on the part of a public utility, or by any act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)of Tenant, then Tenantits agents, employees or contractors, Tenant shall be entitled, as its sole and exclusive remedy, shall be entitled to receive an abatement of Base Rent payable hereunder during and Actual Operating Expense Increases in proportion to the period beginning area of the Premises that is rendered untenantable by such failure, stoppage or interruption, with such abatement to begin on the sixth (61 6th) consecutive business day after the receipt by Landlord of the Controlled Service Failure written notice of such occurrence and ending on the day the service continuing until such failure, stoppage or interruption has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentcured.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for any failure to furnish furnish, stoppage of, or delay interruption in furnishing any service, of the services or for any diminution utilities described in the quality or quantity thereofSection 7.01, when such failure or delay or diminution is occasionedcaused by accident, in whole or in partbreakage, by repairs, renewalsstrikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any , and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption xxxxx or suspend Tenant’s obligation to pay Base Rent and additional rent required under this Lease or constitute or be construed as a constructive or other eviction of Tenant; provided, that in the event any other failure to furnish, stoppage of, or interruption in furnishing any such services or utilities so that the Premises shall be rendered untenantable during business hours ( a “Service FailureFailure of Services”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five more than ten (510) consecutive Business Days after notice thereof shall have been given by Tenant to Landlord and Tenant shall have actually vacated its personnel from the entire Premises and ceased to conduct business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control therein for at least ten (“Controlled Service Failure”)10) Business Days, then Tenant, as its sole remedy, Tenant shall be entitled to receive an a day-for-day rent abatement of Rent payable hereunder during equal to the period beginning on the sixth of time of such interference following such ten (61 10) Business Day Period, and if such a Failure of Services shall continue for thirty (30) consecutive business Business Days, Tenant shall have the right, at its option, to terminate this Lease effective as of the last day of such thirty (30) Business Day Period subject to the Controlled Service Failure terms and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failureprovisions of this lease including, without limitaton, the amount of rent abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall provided for in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment7.02.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement In the event of Rent or otherwise, for failure to furnish or delay in furnishing any servicean interruption in, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, provide any of the services or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default utilities described in Section 9.1 - “Description of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Services” (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not, regardless of its duration, constitute an eviction or disturbance of Tenant’s use and possession , constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for consequential damages or loss of the Premises business by Tenant or, except as provided below in this Section 9.3, entitle Tenant to an abatement of rent or relieve to terminate this Lease. (a) If any Service Failure not caused by Tenant or its Representatives prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in the following circumstances: (i) if Landlord fails to commence reasonable efforts to remedy the Service Failure within five (5) Business Days following the occurrence of the Service Failure, and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, the abatement of rent shall commence on the sixth (6th) Business Day following the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within thirty (30) days following the occurrence of the Service Failure and Tenant in fact does not use such portion of the Premises for an uninterrupted period of thirty (30) days or more by reason of such Service Failure, the abatement of rent shall commence no later than the thirty-first (31st) day following the occurrence of the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall nonetheless remedy the Service Failure, at the expense of Tenant, pursuant to Landlord’s maintenance and repair obligations under Section 7 - “Maintenance and Repair” or Section 12.1 - “Landlord’s Duty to Repair,” as the case may be, but Tenant shall not be entitled to an abatement of rent or to terminate this Section 8.03 Lease as a result of any such Service Failure. (in c) Notwithstanding Tenant’s entitlement to rent abatement under the preceding provisions, Tenant shall continue to pay Tenant’s then current rent until such event time as Landlord and Tenant agree on the amount of the rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) If any Service Failure is caused by fire or other casualty then the provisions of Section 13.01 12 - “Damage or Destruction” shall govern Tenantcontrol. (e) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord’s rights). In no event shall Landlord be liable control, notification to Tenant for any loss such utility or damage, including entity of the theft of Tenant’s property, arising out of or in connection with Service Failure and request to remedy the failure shall constitute “reasonable efforts” by Landlord to remedy the Service Failure. (f) Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any security servicesother applicable existing or future law, personnel ordinance or equipmentgovernmental regulation permitting the termination of this Lease due to such interruption, failure or inability.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise(a) If, for failure to furnish any reason whatsoever other than a negligent act or delay in furnishing any serviceomission or a willful act or omission of Tenant, its officers, directors, employees, contractors, servants or agents, or a default by Tenant hereunder, any utilities or services which are required for Tenant's use of the Premises for the Permitted Uses are interrupted, Tenant shall promptly so notify Landlord. Notwithstanding any diminution other provision to the contrary contained in this Lease, in the quality event that Tenant reasonably determines that the existing situation constitutes an emergency which either threatens imminent injury to persons or quantity thereof, when such failure material damage to property or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of materially impairs Tenant’s 's then- current use and possession of the Premises or relieve a material portion thereof, Tenant from paying Rent may give such notice by any means including, without limitation, by telephone. (b) If resumption of such utilities or performing any services does not occur within thirty (30) days after the commencement of its obligations under this Lease. Notwithstanding such interruption, and the foregoing, if lack of such utilities or services continues to materially impair Tenant's then-current use of the Premises, Premises or a material portion of the Premises, is made untenantable (that isthereof, Tenant cannot conduct its business in shall have the right to terminate this Lease at any time thereafter while such portioninterruption continues by giving to Landlord a written notice of termination stating the date on which this Lease shall terminate. (c) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason unavailability of such a Controlled Service Failure shall be prorated based upon the percentage utilities or services materially impairs Tenant's then-current use of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessiblefor a period of more than five (5) days, or during Rent shall be abated proportionately according to the extent to which all or nearly all the Tenant's use and occupancy of the Premises are unusableso affected, by reason of a Service Failure for the period commencing on the date such utilities or services became unavailable and ending on the date on which arises from a fire such condition is cured or other casualty which is covered by this Lease terminates, as the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentcase may be.

Interruption of Services. Tenant agrees that (a) Landlord shall furnish Tenant with at least twenty-four (24) hours prior written notice of any interruption in the Building Standard Services that are scheduled by Landlord for repairs or maintenance, excluding repairs and maintenance necessitated by an emergency. Landlord shall endeavor to provide Tenant with at least seventy-two (72) hours prior written notice of such non-emergency-based repairs or maintenance. (b) Notwithstanding anything herein to the contrary, the obligations of the Landlord to provide the services and utilities provided above shall be subject to governmental regulation (e.g., rationing, temperature, control, etc.) and any such regulation which requires Landlord to provide or not provide such services or utilities other than as herein provided, shall not constitute a default hereunder, but rather compliance with such regulation shall be deemed to be compliance by Landlord hereunder. (c) Except as expressly provided in this Lease to the contrary, failure by Landlord to furnish the Building Standard Services, or any cessation thereof, shall not render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. In addition to the foregoing and except as otherwise provided in damagesthis Lease, by should any of the equipment or machinery, for any cause, fail to operate or function properly, Tenant shall have no claim for a rebate of rent or for damages on account of an interruption in services occasioned thereby or resulting there from so long as Landlord uses reasonable efforts to promptly and diligently repair said equipment or machinery and to restore said services. Notwithstanding the foregoing, in the event that (1) all or any portion of the Premises become reasonably impracticable for Tenant to use to conduct its business because Landlord for any reason (except due to the causes in subsection (b) above or as the result of Tenant’s gross negligence or willful misconduct) is unable or fails to provide any of the Building Standard Services, and (2) such failure (a “Basic Services Failure”) continues for a period in excess of the lesser of (i) three (3) business days or (ii) the number of days following such failure after which Landlord’s business interruption insurance becomes payable, Tenant shall receive a full abatement of Rent or otherwise, due under this Lease for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession portion of the Premises so affected from the date of the Basic Services Failure until such portion of the Premises is again reasonably practicable for Tenant to use to conduct its business. Additionally, in the event a Basic Services Failure continues for a period of ninety (90) consecutive days or relieve more or more than ninety (90) days in any twelve (12) month period, and as a result of such Basic Services Failure twenty-five percent (25%) of the Rentable Area of the Premises becomes reasonably impracticable for Tenant from paying Rent or performing to use to conduct its business, Tenant, at its option, shall be entitled to terminate the Lease by delivering written notice of termination to Landlord, in which event the Lease shall terminate and neither Landlord nor Tenant shall be liable for any of its obligations one to the other under this LeaseLease accruing after such termination, including without limitation, any obligations of Tenant for the payment of Base Rent and Additional Rent. Notwithstanding the foregoing, if the Premises, or a material portion of Basic Services Failure is the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of a casualty to the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is Building covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event 10.01, the provisions of Section 13.01 10.01 shall govern Tenant’s rights). In no event shall Landlord be liable apply to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentsuch Basic Services Failure.

Interruption of Services. Tenant agrees that If any of the Building equipment or machinery ceases to function properly for any cause Landlord shall use reasonable diligence to repair the same promptly. Landlord's inability to furnish, to any extent, the Project services set forth in this Section 4, or any cessation thereof resulting from any causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any area of the Buildings shall not render Landlord liable for damages to either person or property or for interruption or loss to Tenant's business, nor be liable in damagesconstrued as an eviction of Tenant, by nor work an abatement of Rent or otherwiseany portion of Rent, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or nor relieve Tenant from paying Rent fulfillment of any covenant or performing any of its obligations under this Leaseagreement hereof. Notwithstanding However, in the foregoing, if the Premises, or a material portion event that an interruption of the Premises, is made Project services set forth in this Section 4 causes the Premises to be untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of at least seven (7) consecutive business days, monthly Rent shall thereafter be abated proportionately, to the extent the Premises are unusable for their normal purposes. Nothing herein precludes Tenant from seeking recovery of any and all damages suffered and losses incurred (including but not limited to loss of business) due to an interruption of utilities for a period greater than five (5) consecutive business days as a result of the Service Failure that has been days, if such interruption was caused by the negligence or willful misconduct of Landlord’s act , its agents, employees, or omission with respect contractors. Subject to matters within Landlord’s control (“Controlled Service Failure”)closures due to Force Majeure, then Tenantemergency or casualty, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure have full access and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage use of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoingtwenty-four hours a day, business seven days during which the Premises or a material portion thereof are untenantable or inaccessibleweek, or during which all or nearly all the Premises are unusable, by reason of 52 weeks a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentyear.

Interruption of Services. Tenant agrees Landlord does not warrant that Landlord shall not any ------------------------ service will be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, free from interruptions caused by repairs, renewals, or improvements, by any strikechanges of service, lockout or other alterations, strikes, lockouts, labor troublecontroversies, by accidents, inability to secure electricityobtain fuel, gas, water, water or other fuel at the Building after reasonable effort so to do, by any accident supplies or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond the reasonable control of Landlord’s reasonable control; and . No such failures or delays or diminution (any such event, a “Service Failure”) interruption of service shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and possession of all or any part of the Premises Leased Premises, or render Landlord liable to Tenant for damages, by abatement of rent or otherwise except as specifically provided below, or relieve Tenant from paying Rent or performing any performance of its Tenant's obligations under this Lease. Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of service. Notwithstanding the foregoingprovisions of this subsection above, if utility service to the PremisesLeased Premises is interrupted so that Tenant is prevented from using the Leased Premises for Tenant's normal business operations for five consecutive business days, and the cause is within Landlord's control, then Fixed Rent shall xxxxx beginning with the sixth business day and continuing until service is restored, and if any such interruption causes the Leased Premises or a any material portion of the Premises, is made untenantable thereof to be unusable for Tenant's normal business operations for more than ninety (that is90) consecutive days, Tenant canshall have the right to terminate this Lease by notice to Landlord given after the 90th day and prior to the time, if at all, such services are restored, in which event both parties shall be relieved of all further obligations hereunder. However, Tenant will not conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an any abatement of Fixed Rent payable hereunder during if the period beginning interruption in utility service arises from (i) any renovation or alteration to the Leased Premises conducted by Tenant or at Tenant's request, (ii) any wrongful act or negligence on the sixth part of Tenant or its contractors, agents, employers or representatives, or (61 iii) consecutive business day the failure by Tenant to timely pay any charges for such service and all other Rent due under this Lease. (For purposes of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failurethis Lease, the amount of abatement that Tenant is entitled to receive by reason of such Term "business day" means any day other than a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable Saturday, Sunday or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rightsLegal Holiday.). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Landlord does not covenant that Building services will be free from interruptions caused by repairs, improvements, changes of service, alterations, strikes, lockouts, labor controversies, accidents, inability to obtain fuel, water or supplies, actions of other tenants, licensees or other occupants of the Building or other third parties or any other cause beyond the reasonable control of Landlord. No such interruption of service shall be deemed a constructive eviction or disturbance of Tenant's use and possession of the Demised Premises or any part thereof, or otherwise render Landlord liable to Tenant agrees that Landlord shall not be liable in for damages, by abatement of Rent rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or otherwise relieve Tenant from paying Rent or performing any performance of its Tenant's obligations under this Lease. Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of Building services. In the event of any such interruption or stoppage of Building services, Landlord shall use commercially reasonable efforts to have such services promptly resumed. Landlord shall be deemed to have observed and performed the terms and conditions to be performed by Landlord under this Lease, including those relating to the provision of utilities and services, if in so doing it acts in accordance with a directive, policy or request of a governmental or quasi-governmental authority serving the public interest in the fields of energy conservation or security. Notwithstanding the foregoing, in the event any such interruption in services to be provided by Landlord under this Article 9 is caused by the negligence or willful misconduct of Landlord, and if such interruption causes the PremisesDemised Premises to be untenantable, or and as a material portion of result thereof Tenant in fact ceases to use the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible Demised Premises for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)days, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning commencing on the sixth (61 6th) consecutive business day of the Controlled Service Failure such untenantability and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible non-use, Fixed Rent and Additional Rent payable by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon abated until the percentage earliest to occur of (a) the date such interruption is remedied, (b) the date the Demised Premises are again tenantable or (c) the date Tenant resumes use of the Premises rendered untenantable Demised Premises, or inaccessible and not used by Tenantapplicable portion thereof. Notwithstanding the foregoing, business days during which however, in the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement recover Fixed Rent or Additional Rent, or both, for such period of Rent under this Section 8.03 (in untenantability from Tenant's business interruption insurance or otherwise, then Tenant shall not be entitled to such event abatement, it being the provisions intent and agreement of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable Tenant to Tenant first proceed against its insurance carrier for any such loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentuse.

Interruption of Services. Tenant Xxxxxx acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereof, when interruption of any utility or service and no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution withhold sums due hereunder. Notwithstanding the foregoing to the contrary, if (A) there is occasionedan interruption or stoppage of any of utility services provided to the Leased Premises which is caused by the gross negligence or willful misconduct of Landlord or its contractors, in whole employees or in partagents, by repairsand (B) such interruption or stoppage materially, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of adversely interferes with Tenant’s use and possession of the Leased Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, (or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portionthereof) or inaccessible as contemplated herein for a continuous period in excess of five two (52) consecutive business calendar days after Tenant delivers written notice of such event or occurrence to Landlord (or Landlord otherwise becomes aware of such material interruption) (and to each Mortgagee for which notice addresses have been provided to Tenant), and (C) Tenant actually does not use the affected portion or all, as a result the case may be, of the Service Failure that has been caused by LandlordLeased Premises for the operation of Tenant’s act business therein for a continuous period in excess of such two (2) calendar days (other than to stabilize or omission with respect to matters within Landlord’s control (“Controlled Service Failure”shut down ongoing laboratory procedures), then Tenantthen, as its sole remedyduring the period of time that the condition continues beyond such second (2nd) calendar day, Tenant shall be entitled to receive an equitable abatement of Rent payable hereunder during for the period beginning on affected portion or all (as the sixth (61 case may be) consecutive business day of the Controlled Service Failure Leased Premises for which such utilities are interrupted and ending on which Tenant actually does not use for the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft operation of Tenant’s propertybusiness. Such Rent abatement shall cease immediately upon the earlier to occur of (i) the restoration of such service(s) or the restoration of such service(s) to a degree and extent sufficient to remove the material, arising out adverse interference with Xxxxxx’s use of the Leased Premises as contemplated herein or in connection with (ii) Tenant’s recommencement of use of the failure Leased Premises (or the relevant portion thereof) for the operation of any security services, personnel or equipmentTenant’s business therein.

Interruption of Services. Except for the limited abatement of rent upon a fire or casualty as provided in Section 17 hereof, Tenant agrees that Landlord and its beneficiaries and their agents shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, service or for failure to perform or delay in performing any diminution in the quality other obligation required to be performed by Landlord under this Lease or quantity thereofby operation of law, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, renewals or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by the act or of default of Tenant or other parties, or by any other cause beyond the reasonable control of Landlord’s reasonable control; and . No such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of the Tenant’s 's use and possession of the Premises Premises, or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, the Rent otherwise payable under this Lease shall abatx xx the manner described below in the last sentence of this paragraph if the Premises, or a material portion all of the Premises, is made untenantable following conditions are met: (that is, Tenant cannot conduct its business 1) Landlord ceases to furnish any service in such portion) or inaccessible for a period in excess of five (5) consecutive business days the Building as a result of Landlord's gross negligence or willful misbehavior, (2) the Service Failure that has Premises is rendered untenantable and Tenant in fact ceases to use such space as a result of such cessation and (3) Tenant notifies Landlord in writing within one (1) business day after such cessation. As Tenant's sole and exclusive remedy for such cessation, on the fifth day after all of the foregoing conditions have been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)met, then Tenant, as its sole remedy, shall be entitled to receive an abatement of the Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated equitably abated based upon the percentage of the space in the Premises so rendered untenantable or inaccessible and not being so used by Tenant. Notwithstanding , and such abatement shall continue until the foregoing, business days during which date the Premises or a material portion thereof are untenantable or inaccessiblebecome fully tenantable again. Tenant agrees to cooperate fully, or during at all times, with Landlord in abiding by all reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of all or nearly all utilities and services reasonably necessary for the operation of the Premises are unusableand the Building. Landlord, by reason throughout the Term of a Service Failure which arises from a fire this Lease, shall have free access to any and all mechanical installations, and Tenant agrees that there shall be no construction or partitions or other casualty obstructions which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection might interfere with the failure moving of the servicing equipment of Landlord to or from the enclosures containing said installations. Tenant further agrees that neither Tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any security servicestime tamper with, personnel adjust or equipmentotherwise in any manner affect Landlord's mechanical installations.

Interruption of Services. Tenant agrees that Except as expressly provided in this Lease, the failure by Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any serviceextent to furnish, or for the interruption or termination of any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasionedservices required of Landlord under this Lease, in whole or in part, by repairsshall not render Landlord liable to Tenant in any respect, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default nor be construed as an eviction of Tenant or other partiesbreach of any implied warranty of suitability, habitability or otherwise, create or permit Tenant to receive an abatement of Rent, or relieve Tenant from the obligation to fulfill any covenant or agreement hereof, and Tenant shall have no claim or offset or abatement of rent or damages on account of any interruption in services under this Lease. If any services or utilities are interrupted or discontinued for more than three (3) consecutive days, and Tenant shall have given written notice respecting such interruption or discontinuance to Landlord, Rent hereunder shall thereafter be abated to the extent that the Premises are unusable, provided if occupancy of the Premises is substantially impaired, then the Rent shall be abated in full, commencing on the date Landlord shall have failed to cure, until such time as such services or utilities are restored or Tenant begins using the Premises again, whichever shall first occur. Such abatement of Rent shall be Tenant’s sole recourse in the event of a discontinuance or interruption of service or utilities required by Landlord hereunder. Notwithstanding the foregoing to the contrary, under no circumstances shall any other cause beyond Landlord’s reasonable control; and interruption or discontinuance of any services or utilities not required to be provided by Landlord hereunder, or of any extra or additional services or utilities that Tenant may request under Article 6.1 of the Lease, give rise to any claims for damages of any kind, or for abatement, set-off or withholding of Rent, or relieve Tenant from its obligations hereunder in any way whatsoever, or give rise to claims that such failures interruption or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute discontinuance constitutes an eviction or disturbance of Tenant’s use and or possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentpart thereof.

Interruption of Services. Landlord does not warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption, and Tenant agrees acknowledges that Landlord any one (1) or more such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by Unavoidable Delay. Any common law or statute to the contrary notwithstanding, any such interruption or discontinuance of service shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises Premises, or any part thereof, nor render Landlord liable to Tenant for damages by abatement of the Rent or otherwise, nor relieve Tenant from paying Rent or performing any performance of its Tenant’s obligations under this Lease, except as expressly provided in this Lease. Landlord shall, however, exercise reasonable diligence, in a manner consistent with the standards of owners of Comparable Buildings, to restore any service so interrupted promptly, which may include the use of overtime labor. Notwithstanding the foregoing, if if: (i) any Essential Service (as defined in the Premises, or a material portion of following sentence) is discontinued to the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible Premises for a period in excess of more than five (5) consecutive Business Days following notice thereof from Tenant to Landlord; and (ii) such discontinuance materially interferes with Tenant’s ability to conduct its business days as a result of in or from the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)Premises, then Tenant, as its sole remedy, the Rent shall be entitled to receive an abatement of Rent payable hereunder during the period beginning thereupon axxxx commencing on the sixth (61 6th) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service FailureBusiness Day, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises rendered untenantable so affected or inaccessible the impact on Tenant’s conduct of its business in and not used by Tenant. Notwithstanding the foregoing, business days during which from the Premises until such discontinuance is remedied. “Essential Service” means any of the following: heating or a material portion thereof are untenantable air-conditioning (as seasonally required), office electricity, elevator, water or inaccessibleplumbing or anything that prevents Tenant from accessing the Premises. The abatement provided for in this subsection shall not apply to any discontinuance of an Essential Service caused by casualty or condemnation. During any such abatement, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 Tenant may (but shall not be obligated to) exercise Tenant’s self-help rights in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event accordance with the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable 19.2 to Tenant for any loss or damage, including remedy the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinterruption giving rise to such abatement.

Interruption of Services. Landlord will not be liable to Tenant agrees that Landlord ------------------------ or any other person, for direct or consequential damage, or otherwise, and Tenant shall not be liable in damages, by entitled to any abatement or reduction of Rent or otherwiserent, for any failure to furnish supply any heat, air conditioning, elevator, cleaning, lighting or delay in furnishing any service, security or for any diminution surges or interruptions of electricity, telecommunications or other service Landlord has agreed to supply during any period when Landlord uses reasonable diligence to supply such services. Landlord reserves the right temporarily to discontinue such services, or any of them, at such times as may be necessary by reason of accident, repairs, alterations or improvement, strikes, lockouts, riots, acts of God, governmental preemption in connection with a national or local emergency, any rule, order or regulation of any governmental agency, conditions of supply and demand which make any product unavailable, Landlord's compliance with any mandatory or voluntary governmental energy conservation or environmental protection program, or any other happening beyond the quality control of Landlord. Landlord will not be liable to Tenant or quantity thereofany other person or entity for direct or consequential damages, when and Tenant shall not be entitled to any abatement or reduction of rent, resulting from the admission to or exclusion from the Building or Project of any person. In the event of invasion, mob, riot, public excitement or other circumstances rendering such failure action advisable in Landlord's reasonable opinion, Landlord will have the right to prevent access to the Building or delay or diminution is occasionedProject during the continuance of the same by such means as Landlord, in whole its reasonable discretion, may deem appropriate, including, without limitation, locking doors and closing Parking Facilities and the Common Area. Landlord will not be liable for damages to persons or in part, by repairs, renewalsproperty or for injury to, or improvementsinterruption of, by business for any strikediscontinuance permitted under this ARTICLE XVII, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by nor will such discontinuance in any accident or casualty whatsoever, by act or default way be construed as an ------------ eviction of Tenant or other parties, cause an abatement of rent or by operate to release Tenant from any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its 's obligations under this Lease. Notwithstanding the foregoing, (i) if the Premises, any interruption of utilities or a material services shall continue for three (3) business days after oral or written notice from Tenant to Landlord; (ii) such interruption of utilities or services shall render any portion of the PremisesPremises unusable for the normal conduct of Tenant's business and Tenant, is made untenantable (that isin fact, Tenant cannot conduct its business in ceases to use and occupy such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result portion of the Service Failure that has been caused by Premises for the normal conduct of its business; and (iii) such interruption of utilities or services is due to the negligence of Landlord’s act or omission ; then all Rent payable hereunder with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding unusable for the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft normal conduct of Tenant’s property's business in which Tenant, arising out in fact, ceases to use and occupy, shall be abated after the expiration of such three (3) business day period, in the event such utilities or in connection with services are not restored, and continue until such time that the failure of any security services, personnel utilities or equipmentservices are restored.

Interruption of Services. Tenant agrees that Landlord In the event of an interruption in, or failure or inability to provide any of the services or utilities described in Section 9.1 - "Description of Services" (a "SERVICE FAILURE"), such Service Failure shall not be liable in damagesnot, by abatement regardless of Rent its duration, constitute an eviction of Tenant, constructive or otherwise, for failure to furnish or delay in furnishing impose upon Landlord any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty liability whatsoever, including, but not limited to, liability of consequential damages or loss of business by act Tenant or, except as provided herein, entitle Tenant to an abatement of rent or default of to terminate this Lease. (a) If any Service Failure not caused by Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve its Representatives prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in the following circumstances: (i) if Landlord fails to commence and continue to make reasonable efforts to remedy the Service Failure within ten (10) Business Days following the occurrence of the Service Failure, and such failure has persisted and continuously prevented Tenant from using a material portion of the Premises during that period, the abatement of rent shall commence on the eleventh Business Day following the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within thirty (30) days following the occurrence of the Service Failure and Tenant in fact does not use such portion of the Premises for an uninterrupted period of thirty (30) days or more by reason of such Service Failure, the abatement of rent shall commence no later than the thirty-first day following the occurrence of the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall nonetheless remedy the Service Failure, at the expense of Tenant, pursuant to Landlord's maintenance and repair obligations under Section 7 - "Maintenance and Repair" or Section 12.1 - "Landlord's Duty to Repair," as the case may be, but Tenant shall not be entitled to an abatement of rent or to terminate this Section 8.03 Lease as a result of any such Service Failure. (c) Notwithstanding Tenant's entitlement to rent abatement under the preceding provisions, Tenant shall continue to pay Tenant's then current rent until such time as Landlord and Tenant agree on the amount of the rent abatement. If Landlord and Tenant are unable to agree on the amount of such abatement within ten (10) Business Days of the date they commence negotiations regarding the abatement, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the California Code of Civil Procedure. (d) In addition to the foregoing provisions, if there is a Service Failure not caused by Tenant or its Representatives and such Service Failure prevents Tenant from conducting its business in the Premises in the manner in which Tenant intends to conduct such business, and (i) Landlord fails to commence and continue to make reasonable efforts to remedy the Service Failure within ninety (90) days following the occurrence of the Service Failure, or (ii) the Service Failure in all events is not remedied within one (1) year following its occurrence and Tenant in fact does not conduct any business in the Premises for an uninterrupted period of one (1) year or more, Tenant shall have the right to terminate this Lease by written notice delivered to Landlord within ten (10) Business Days following the event described in clauses (i) or (ii) above giving rise to the right to terminate. (e) Where the cause of a Service Failure is within the control of a public utility or other public or quasi-public entity outside Landlord's control, if Landlord notifies such utility or entity of the Service Failure and requests such utility or entity to remedy the failure, Landlord shall be deemed to have commenced and continued to make "reasonable efforts" to remedy the Service Failure. (f) Tenant hereby waives the provisions of California Civil Code Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to Tenant for any loss such interruption, failure or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinability.

Interruption of Services. Tenant understands, acknowledges and agrees that any one or more of the utilities or other building services identified in Section 6.1 may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made; that Landlord does not represent or warrant the uninterrupted availability of such utilities or building services, and that any such interruption shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s right to possession, occupancy and use and possession of the Premises or any part thereof, or render Landlord liable to Tenant for damages by abatement of rent or otherwise, or relieve Tenant from paying Rent or performing any of the obligation to perform its obligations covenants under this Lease. Notwithstanding the foregoinganything contained herein, if (a) there is an interruption or stoppage of any Building or mechanical system or utilities or other service and the Premisescause or cure of such interruption is within Landlord’s reasonable control (herein called a “Landlord Controlled Interruption”), and such interruption is not due to any negligence or willful misconduct by Tenant, (b) such Landlord Controlled Interruption materially and adversely interferes with Tenant’s use of the premises (or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its thereof) during business in such portion) or inaccessible hours for a period in excess of more than five (5) consecutive business days as a result after Tenant delivers written notice thereof to Landlord, and (c) Tenant actually does not use all or the affected portion of the Service Failure that has been caused by LandlordPremises, if applicable, for the operation of Tenant’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)business therein, then Tenantduring the period of time such condition continues beyond such fifth (5th) consecutive business day, as its sole remedy, Tenant shall be entitled to receive an equitable abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day rent for all of the Controlled Service Failure and ending on affected portion of the day premises, as applicable. Such rent abatement shall cease immediately upon the service has been restored. If earlier to occur of (i) the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason cessation of such a Landlord Controlled Service Failure shall be prorated based upon Interruption or (ii) Tenant’s re-commencement of use of all or the percentage affected portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding Premises, as applicable, for the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft operation of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentbusiness therein.

Interruption of Services. Tenant agrees In the event that the utilities or services which Landlord shall not is obligated hereunder to provide to the Premises are interrupted such that they are provided only intermittently or such utilities or services altogether cease to be liable in damages, by abatement of Rent or otherwise, for failure provided to furnish or delay in furnishing any service, or the Premises for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible reason whatsoever for a period in excess of five (5) consecutive business days, Tenant at the end of such period ("Non-Service Period") has the right to cancel and terminate this Agreement by giving written notice to the Landlord within ten (10) days as a result of the end of the Non-Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)Period, then Tenant, as its sole remedy, and this Agreement shall be entitled to receive an abatement of Rent payable hereunder during the period beginning canceled and terminated on the sixth date set forth in such notice, provided such date shall be no more than fifteen (61 15) consecutive business day days from the date of the Controlled Service Failure and ending on the day the service has been restorednotice. If the entire Premises has not been rendered untenantable Tenant or inaccessible by such a Controlled Service Failure, anyone claiming under the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage remain in possession of the Premises rendered untenantable or inaccessible any part thereof after expiration of the term of this Agreement, or any extension thereof, without any agreement in writing between the Landlord and the Tenant with respect thereto, such possession shall be deemed a month to month tenancy under all terms, covenants and conditions of this Agreement except that such tenancy may be terminated upon thirty (30) days written notice from one party to the other. At any time and from time to time during the term of this Lease during normal business hours and whether or not used Tenant is in default hereunder, the Tenant may remove any or all of the Tenant's property from the Premises. Upon the expiration or earlier termination of this Lease, the Tenant will remove all of its property from the Premises; if within ten (10) days after such expiration or termination, Tenant shall not have removed its property it shall be deemed abandoned by Tenant. Notwithstanding During such ten (10) day period Tenant shall pay to Landlord rent. Tenant shall pay the foregoing, business days during which reasonable costs to repair any damage caused to the Premises or a material portion thereof are untenantable or inaccessibleto the Building by the removal of Tenant's property. Landlord covenants and agrees with Tenant that upon Tenant paying the rent and observing the terms, or during which all or nearly all covenants and conditions on Tenant's part to be observed and performed, Tenant paying the rent and observing the terms, covenants and conditions on Tenant's part to be observed and performed, Tenant may peaceably and quietly enjoy the Premises are unusabledemised hereby. The Tenant shall, at the expiration of the Term of this Lease, peaceably yield up to the Landlord the Premises and all additions made upon the same by reason the Landlord, in as good repair as at the commencement of a Service Failure which arises from a the Term, damage by fire or other casualty which casualty, reasonable wear and tear and any damage that is covered by not the provisions responsibility of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmenthereunder excepted.

Interruption of Services. Tenant agrees that Landlord shall not be liable to Tenant for damages upon any loss, damage, failure, interruption, defect or change in damagesthe character or supply of electricity or water to the Premises, and Tenant agrees that such supply may be interrupted in cases of emergency (provided Landlord uses its commercially reasonable efforts to restore such supply as soon as reasonably possible under the circumstances). Notwithstanding any other provisions of this Lease, (i) if Landlord fails to provide Tenant access to the Premises or (ii) if any of the Project Services to be provided by abatement of Rent Landlord are suspended or otherwise, for failure to furnish or delay in furnishing any service, or interrupted for any diminution in reason other than the quality willful acts or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default negligence of Tenant or other parties, by reason of force majeure and as a result thereof Tenant is not reasonably able to conduct its business at the Premises and Tenant actually ceases to conduct its business in all or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession portion of the Premises (each, together with the Entry Abatement Condition described in Paragraph 19(d), an “Abatement Condition”), then Tenant may elect, by notice to Landlord, to have Base Rent due hereunder xxxxx until such time as the access or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if applicable Project Services are restored to the Premises, or subject to the following additional provisions having occurred in each instance: (a) with respect to the Abatement Condition in question, Tenant shall have given notice to Landlord of the occurrence thereof, which notice shall designate the cause of the Abatement Condition and the portion of the Premises which is not reasonably usable by Tenant for the Permitted Use (the “Abatement Space”) and the Abatement Condition in question shall have continued after Tenant has given notice, for a material period of more than five (5) business day; and (b) Tenant has actually ceased using the Abatement Space for more than five (5) business day after the giving of notice of the Abatement Condition. If, with respect to the Abatement Condition in question, the conditions of the immediately preceding sentence are fulfilled, then Base Rent shall xxxxx, in the proportion that the rentable square foot area of the portion of the Premises that is not reasonably usable by Tenant for the Permitted Use (and not actually used therefor by Tenant) to the rentable square foot area of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess equal to the period during which Tenant actually ceases using the Abatement Space for the Permitted Use, but commencing no sooner than the day after the giving of five (5) consecutive business days as a result notice of the Service Failure Abatement Condition and ending no later than the date that has been caused the access or applicable Project Services are fully restored to Tenant. Tenant agrees that any Abatement of Base Rent received by LandlordTenant hereunder shall be Tenant’s act sole and exclusive remedy solely for the suspension or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)interruption of Project Services on which such abatement was based. Tenant shall not, then Tenanthowever, as its sole remedy, shall be entitled to receive an any abatement of Base Rent payable hereunder during if the period beginning on interruption or abatement in Project Services is solely the sixth (61 ) consecutive business day result of an interruption or abatement in the service of a public utility, provided such interruption or abatement is not the result of Landlord’s failure to timely pay the public utility or otherwise comply with the terms of service of the Controlled Service Failure and ending on the day the service has been restoredpublic utility. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service FailureBy way of example only, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure there shall be prorated based upon no abatement of Base Rent if Landlord is unable to furnish water or electricity to the percentage Premises if no water or electricity is then being made available to the Building by the supplying utility company or municipality, provided the reason for such unavailability is not Landlord’s failure to timely pay the utility company or municipality or otherwise comply with the terms of service of the Premises rendered untenantable utility company or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentmunicipality.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, by abatement In the event of Rent or otherwise, for failure to furnish or delay in furnishing any servicean interruption in, or for any diminution in the quality or quantity thereof, when such failure or delay inability, to provide any of the services or diminution is occasioned, utilities described in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default Section 9.1- “Description of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Services” (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not regardless of its duration, constitute an eviction or disturbance of Tenant’s use and possession , constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability of the Premises consequential damages or relieve loss of business by Tenant or, except as provided herein, entitle Tenant to an abatement of rent or to terminate this Lease. (a) If any Service Failure not caused by Tenant or its Representatives prevents Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or reasonably using a material portion of the Premises and Tenant in fact ceases to use such portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Base Rent under this Section 8.03 and Additional Rent with respect to the portion of the Premises that Tenant is prevented from using by reason of such Service Failure in the following circumstances: (i) if Landlord fails to commence reasonable efforts to remedy the Service Failure within two (2) Business Days following the occurrence of the Service Failure or fails thereafter to pursue diligently reasonable action to remedy the Service Failure, the abatement of rent shall commence the next business day following the Service Failure and continue for the balance of the period during with Tenant is so prevented from using such portion of the Premises; and (ii) if the Service Failure in all events is not remedied within ten (10) days following the occurrence of the Service Failure and Tenant in fact does not use such event portion of the provisions Premises for an uninterrupted period of Section 13.01 ten (10) days or more by reason of such Service Failure, the abatement of rent shall govern Tenant’s rights). In commence no event later than the eleventh (11th) day following the occurrence of the Service Failure and continue for the balance of the period during which Tenant is so prevented from using such portion of the Premises. (b) If a Service Failure is caused by Tenant or its Representatives, Landlord shall Landlord be liable to Tenant for any loss or damagenonetheless remedy the Service Failure, including at the theft expense of Tenant, pursuant to Landlord’s propertymaintenance and repair obligations under Section 7- “Maintenance and Repair” or Section 12.1- “Landlord’s Duty to Repair,” as the case may be, arising out but Tenant shall not be entitled to an abatement of rent or in connection with the failure to terminate this Lease as a result of any security services, personnel or equipmentsuch Service Failure.

Interruption of Services. Tenant agrees In the event that Subtenant is prevented from using, and does not use, the Subleased Premises or any material portion thereof essential to Subtenant's operations at the Subleased Premises as a result of any action by Landlord shall whether or not in breach of the Master Lease (each circumstance set forth above to be liable in damagesknown as an "Abatement Event"), and such Abatement Event is not caused by abatement of Rent or otherwiseSubtenant's negligence, for failure to furnish or delay in furnishing any serviceintentional misconduct, or breach of this Sublease, then Subtenant shall give Sublessor written notice of such Abatement Event, and if such Abatement Event continues for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution fifteen (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (515) consecutive business days as a result after Sublessor's receipt of any such notice (the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”"Eligibility Period"), then Tenant, as its sole remedythe monthly Base Rent and Subtenant's obligation to make payments for Subtenant's share of the "Operating Cost Share Rent" and "Tax Share Rent" under SECTION 3(B) of this Sublease, shall be entitled to receive an abatement abated or reduced, as the case may be, retroactively effective as of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business first day of the Controlled Service Failure Eligibility Period and ending on the day the service has been restored. If the entire Premises has continuing for such time that Subtenant continues to be so prevented from using, and does not been rendered untenantable or inaccessible by such a Controlled Service Failureuse, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Subleased Premises or a material portion thereof are untenantable or inaccessiblethereof; provided, or however, in the event that Subtenant is prevented from conducting, and does not conduct its business from any portion of the Subleased Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Subleased Premises is not sufficient to allow Subtenant to effectively conduct its business therein, and if Subtenant does not conduct its business from such remaining portion, then for such time during which all or nearly all Subtenant is so prevented from effectively conducting its business therein, the Premises are unusablemonthly Rent and any Additional Rent shall be fully abated for such time as Subtenant continues to be so prevented from using, by reason of a Service Failure which arises from a fire or other casualty which is covered by and does not use, the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentSubleased Premises.

Interruption of Services. Tenant agrees that Landlord Landlord's obligation to provide utilities and services for the Premises are subject to the Rules and Regulations of the Building, applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility or service), and shutdowns for maintenance and repairs, for security purposes, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, or other causes beyond the control of Landlord. In the event of an interruption in, or failure or inability to provide any service or utility for the Premises for any reason, such interruption, failure or inability shall not be liable in damagesconstitute an eviction of Tenant, by abatement of Rent constructive or otherwise, or impose upon Landlord any liability whatsoever, including, but not limited to, liability for failure consequential damages or loss of business by Tenant. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable existing or future Legal Requirement permitting the termination of this Lease due to furnish or delay in furnishing any servicesuch interruption, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Leaseinability. Notwithstanding the foregoing, if the Premisesany interruption in, or failure or inability to provide any of the services or utilities described in Paragraph 17.a. is (i) within Landlord's reasonable control and continues for fifteen (15) or more consecutive days after Tenant's written notice thereof to Landlord, or (ii) outside of Landlord's reasonable control (provided that such interruption, failure or inability did not arise from the negligence or willful misconduct of Tenant or any other Tenant Parties) and continues for forty-five (45) or more consecutive days after Tenant's written notice thereof to Landlord, and Tenant is unable to and does not use a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its Premises for Tenant's business in such portion) or inaccessible for a period in excess of five (5) consecutive business days purposes as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)thereof, then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Monthly Rent under this Section 8.03 Paragraph 5 hereof and Additional Rent under Paragraph 7 hereof, which abatement shall commence as of the first day after the expiration of such fifteen (in such event 15) day or forty-five (45) day period, as the provisions of Section 13.01 case may be, and shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including based on the theft extent of Tenant’s property's inability to use the Premises, arising out and in the case of an interruption, failure or inability described in connection with clause (ii) above, such abatement shall also be limited to the failure extent covered by proceeds of any security services, personnel or equipmentLandlord's rental interruption insurance.

Interruption of Services. Tenant agrees that Notwithstanding the foregoing, if Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure elects to furnish one or delay in furnishing more utility services to Tenant and if Landlord is unable (by reason of causes ether than casualty or condemnation) to provide any serviceof such services or if any interruption, reduction, curtailment or for impairment to any diminution in utility service to the quality or quantity thereofPremises is caused by Landlord, when such failure or delay or diminution is occasionedand, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any either such event, if such inability or interruption, reduction, curtailment or impairment renders the whole or a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession material portion of the Premises untenantable or relieve Tenant unsuitable for the conduct of the Permitted Use, subject to and in accordance with the conditions and limitations contained herein, for a period of three (3) consecutive business days after receipt by Landlord of written notice of untenantability or unsuitability from paying Tenant, then, as Tenant's sole and exclusive remedy, Base Rent and Additional Rent for the portion of the Premises rendered untenantable or performing any unsuitable for the conduct of its obligations under this Leasethe Permitted Use, subject to the conditions and limitations contained herein, shall xxxxx pro rata from and after said third (3rd) consecutive business day until the services or Premises are restored to such a condition that the portion of the Premises affected is again rendered tenantable or suitable. Notwithstanding the foregoing, if the Premisesinterruption, reduction, curtailment or a material portion of impairment to any utility service to the Premises, Premises is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act the gross negligence or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)willful misconduct of Landlord or its employees or agents, then Tenantall Rent and other charges shall xxxxx immediately until such interruption, as its sole remedyreduction, curtailment or impairment is cured. Anything herein to the contrary notwithstanding, there shall be entitled to receive an no such abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day rent if Landlord's inability to provide such services is caused by misuse or neglect of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable Tenant or inaccessible Tenant's agents, employees or invitees or is caused by such a Controlled Service Failure, the amount shortage of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire fuel or other casualty which is covered energy supplies to be provided by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss public or damage, including the theft of Tenant’s property, arising out of private utilities or in connection with the failure of any security services, personnel suppliers or equipmentby other causes beyond Landlord's control.

Interruption of Services. Tenant agrees that Landlord shall not be liable in damages, for damages (by abatement of Rent rent or otherwise, ) for failure to furnish or any delay in furnishing any service, or for any diminution in the quality or of quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so do to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of the Tenant’s 's use and possession of the Premises or to relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if for any reason other than as a result of an act or omission of Tenant or any of its subtenants, assignees, agents, employees, contractors or invitees, or other than as a result of a fire or casualty as described in Paragraph 11 below, any service is not furnished to the Premises and if as a result thereof the Premises, or a "material portion part" (as defined below) of the Premises, is made rendered untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days days, and Tenant does not occupy the Premises, or such material part thereof which is rendered untenantable or inaccessible, during such 5-business day period, then as Tenant's sole remedy for such failure to furnish such service during such period, the Base Rent, Expense Adjustment Amount and Tax Adjustment Amount payable for such portion of the Premises which Tenant does not so occupy shall abatx xxx the period commencing on the expiration of said five (5) business day period and expiring on the date such service is restored or Tenant is able to resume occupancy of the Premises or such material part thereof, as the case may be. Furthermore, if for any reason other than as a result of the Service Failure that has been caused by Landlord’s an act or omission with respect of Tenant or any of its subtenants, assignees, agents, employees, contractors or invitees, or other than as a result of a fire or casualty as described in Paragraph 11 below, any service is not furnished to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, the Premises and if as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day a result thereof all of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been is rendered untenantable or inaccessible for a period of two hundred forty (240) consecutive days, and Tenant does not occupy the Premises during such 240-day periods, then in lieu of continuing the abatement described in the preceding sentence, Tenant may elect to terminate this Lease effective as of the date the Premises were rendered untenantable by delivering written notice to Landlord within thirty (30) days after the expiration of such a Controlled Service Failure240-day period, in which case neither party shall have any further liabilities or obligations hereunder, except those liabilities and obligations that are intended to survive the expiration or termination of this Lease. (As used herein, the phrase "material part" shall mean an amount in excess of abatement that Tenant is entitled to receive by reason thirty-three percent [33%] of such a Controlled Service Failure shall be prorated based upon the percentage rentable area of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable has been tendered to Tenant for any loss or damage, including occupancy as of the theft time of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentsuch interruption.)

Interruption of Services. Tenant agrees that Landlord Landlord’s obligation to provide utilities and services for the Premises are subject to the Rules and Regulations of the Building, applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility or service), and shutdowns for maintenance and repairs, for security purposes, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, or other causes beyond the control of Landlord. In the event of an interruption in, or failure or inability to provide any service or utility for the Premises for any reason, such interruption, failure or inability shall not be liable in damagesconstitute an eviction of Tenant, by abatement of Rent constructive or otherwise, for failure to furnish or delay in furnishing impose upon Landlord any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty liability whatsoever, including, but not limited to, liability for consequential damages or loss of business by act Tenant, or, except as specifically provided below, entitle Tenant to any abatement or default offset of Tenant Monthly Rent, Additional Rent or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve amounts due from Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding anything contained herein to the foregoingcontrary, if in the Premisesevent that such interruption or cessation of utilities results from Landlord’s grossly negligent or willful act or omission (or the grossly negligent or willful act or omission of Landlord’s employees, agents or a material portion contractors) and renders the Premises untenantable, inaccessible or unsuitable for the ordinary conduct of the PremisesTenant’s business, is made untenantable then (that isi) Landlord shall use commercially reasonable good faith efforts to correct such interruption or cessation as soon as reasonably possible; (ii) if, Tenant cannot conduct its business in despite such portion) commercially reasonable good faith efforts by Landlord, such interruption or inaccessible cessation persists for a period in excess of five ten (510) consecutive business days as a result and Tenant is not occupying all of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)affected portion of the Premises, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Monthly Rent and Additional Rent payable hereunder during the period beginning on the sixth eleventh (61 11th) consecutive business day of such interruption or cessation; provided, however that in the Controlled Service Failure and ending on event such interruption or cessation is not due to Landlord’s gross negligence or willful misconduct (or that of Landlord’s employees, agents or contractors), then such abatement shall only apply to the day extent Landlord collects proceeds under the service policy of rental-loss insurance, the cost of which has been restoredincluded in Operating Expenses and the proceeds of which are allocable to the Premises. If No abatement of rentals as hereinabove described will apply in the entire Premises has not been rendered untenantable or inaccessible by event such a Controlled Service Failure, interruption of utilities is the amount result of abatement that Tenant is entitled any Alterations to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessiblePremises, or during which all any negligent act or nearly all omission of Tenant, its agents, employees or contractors, or any cause other than the Premises are unusablenegligent or willful act or omission of Landlord or its employees, by reason of a Service Failure which arises from a fire agents or other casualty which is covered by contractors. Tenant hereby waives the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled California Civil Code Section 1932(1) or any other applicable existing or future Legal Requirement permitting the termination of this Lease due to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss interruption, failure or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentinability.

Interruption of Services. Tenant understands, acknowledges and agrees that any one or more of the utilities or other building services identified in Sections 6.01, or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord's control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereof, when interruption of any utility service and no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution withhold sums due hereunder. Notwithstanding anything in this Lease to the contrary, Landlord shall use commercially reasonable efforts to promptly restore utility service, provided that such restoration is occasionedwithin Landlord's control. In the event restoration of service is within Landlord's control and Landlord fails to restore such service within a reasonable time under the circumstances, thereby causing the Leased Premises to be rendered untenantable by Tenant (meaning that Tenant is unable to use such space in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any normal course of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portionbusiness) or inaccessible for a period in excess of more than five (5) consecutive business days as a result after receipt of notice (which may be verbal if communicated to Landlord's property manager for the Service Failure Building) from Tenant that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the such service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by interrupted and a reasonable opportunity for Landlord to restore such service, Minimum Annual Rent shall abate on a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of per diem basis for each day after such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, five (5) business days xxx xeriod during which the Leased Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights)remain untenantable. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure Phase II Development, Landlord shall make commercially reasonable efforts to advise contractors to locate existing underground facilities serving the Building before excavating, and shall inform Tenant of any security services, personnel or equipmentthe commencement of the Phase II Development prior to the commencement of the the work.

Interruption of Services. Tenant agrees that Notwithstanding the foregoing, if Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure elects to furnish one or delay in furnishing more utility services to Tenant and if Landlord is unable (by reason of causes other than casualty or condemnation) to provide any serviceof such services or if any interruption, reduction, curtailment or for impairment to any diminution in utility service to the quality or quantity thereofPremises is caused by Landlord, when such failure or delay or diminution is occasionedand, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any either such event, if such inability or interruption, reduction, curtailment or impairment renders the whole or a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession material portion of the Premises untenantable or relieve Tenant unsuitable for the conduct of the Permitted Use, subject to and in accordance with the conditions and limitations contained herein, for a period of three (3) consecutive business days after receipt by Landlord of written notice of untenantability or unsuitability from paying Tenant, then, as Tenant’s sole and exclusive remedy, Base Rent and Additional Rent for the portion of the Premises rendered untenantable or performing any unsuitable for the conduct of its obligations under this Leasethe Permitted Use, subject to the conditions and limitations contained herein, shall xxxxx pro rata from and after said third (3rd) consecutive business day until the services or Premises are restored to such a condition that the portion of the Premises affected is again rendered tenantable or suitable. Notwithstanding the foregoing, if the Premisesinterruption, reduction, curtailment or a material portion of impairment to any utility service to the Premises, Premises is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by the gross negligence or willful misconduct of Landlord or its employees or agents, then all Rent and other charges shall xxxxx immediately until such interruption, reduction, curtailment or impairment is cured. Anything herein to the contrary notwithstanding, there shall be no such abatement of rent if Landlord’s act inability to provide such services is caused by misuse or omission with respect neglect of Tenant or Tenant’s agents, employees or invitees or is caused by shortage of fuel or other energy supplies to matters within be provided by public or private utilities or suppliers or by other causes beyond Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentcontrol.

Interruption of Services. Tenant agrees that Landlord shall not be liable Subject to the remaining provisions of this Section 9.3, in damages, by abatement the event of Rent an interruption in or otherwise, for failure or inability to furnish provide any services or delay in furnishing any service, utilities to the Premises or Building for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution reason (any such event, a “Service Failure”) ), such Service Failure shall never be deemed to not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or disturbance otherwise, entitle Tenant to an abatement of Rent or to terminate this Lease or otherwise release Tenant from any of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law permitting the termination of this Lease due to such interruption, failure or inability. Notwithstanding the foregoing, if there is a Service Failure which is (a) specific to the PremisesBuilding and/or Project (as opposed to an interruption or curtailment in services which extends beyond the Building or Project), or a material portion (b) causes the Premises to be untenantable, (c) is not caused by an event of the PremisesForce Majeure, is made untenantable and (that is, Tenant cannot conduct its business in such portiond) or inaccessible lasts for a period in excess of more than five (5) consecutive business days as Business Days or otherwise prevents Tenant from being able to access the Premises for more than five (5) consecutive Business Days and Tenant in-fact does not access the Premises for five (5) consecutive Business Days, then Tenant will be entitled to deliver Landlord a result of notice stating that if the untenantability caused by the Service Failure that has been caused by is not cured within five (5) Business Days following Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)receipt of such notice, then Tenant, as its sole remedy, shall Tenant will be entitled to receive an abatement of Base Rent payable hereunder during as provided in this Section 9.3. If Tenant properly delivers such an abatement notice to Landlord, and the period beginning on untenantability caused by the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has is not been rendered untenantable or inaccessible by remedied within such a Controlled Service Failurefive (5) Business Day period, the amount of abatement that then Tenant is shall thereafter be entitled to receive by reason an abatement of such a Controlled Service Failure shall be prorated based upon Base Rent (in proportion to the percentage portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure) until such Service Failure which arises from a fire or other casualty which is covered remedied, as reasonably determined by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentLandlord.

Interruption of Services. Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Sections 6.01 or 6.02 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages, by abatement of Rent damages or otherwise, for failure to furnish or delay in furnishing any service, or otherwise for any diminution in the quality failure or quantity thereof, when interruption of any utility or service and no such failure or delay interruption shall entitle Tenant to terminate this Lease or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Leasewithhold sums due hereunder. Notwithstanding the foregoing, if in the Premises, event that (i) an interruption of utility service to the Leased Premises is due to Landlord’s negligence or intentional wrongful acts and (ii) the restoration of such utility service is entirely within Landlord’s control and (iii) such interruption renders all or a material portion of the Premises, is made Leased Premises untenantable (meaning that isTenant is unable to use, Tenant canand does not conduct use, such space in the normal course of its business for the Permitted Use) for more than ten (10) consecutive business days, then Tenant shall notify Landlord in such portion) or inaccessible for a period in excess of writing that Tenant intends to xxxxx rent. If service has not been restored within five (5) consecutive business days of Landlord’s receipt of Tenant’s notice, then Minimum Annual Rent shall xxxxx proportionately with respect to the portion of the Leased Premises rendered untenantable on a per diem basis for each day after such five (5) business-day period during which such portion of the Leased Premises remains untenantable. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, and Tenant shall not be entitled to damages (consequential or otherwise) as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentthereof.

Interruption of Services. In the event Tenant agrees that cannot reasonably use all or any material portion of the Premises for Tenant’s intended business operations by reason of any interruption in the services to be provided by Landlord shall not be liable in damages, by abatement of Rent pursuant to this Lease or otherwise, for Landlord’s failure to furnish or delay in furnishing any serviceproperly maintain the Premises and Building as required hereunder, or for any diminution in the quality or quantity thereof, when and such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond condition (a) results from causes within Landlord’s reasonable control; , and such failures or delays or diminution (any such event, a “Service Failure”b) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period exists in excess of five three (53) consecutive business days as a result of the Service Failure that after Landlord has been caused by Landlord’s act allowed access to the Building as necessary to make the required repairs or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)improvements, then Tenant’s Base Rent and Tenant’s Share of Operating Expenses shall be equitably abated thereafter for that portion of the Premises that Tenant is unable to use for Tenant’s intended business operations until such service is restored to the Premises or such repair or maintenance is completed by Landlord. At the time of the loss or interruption of service or failure by Landlord to maintain or repair the Premises or the Building, as Tenant must give written notice promptly to Landlord of such fact(s) and its sole remedy, claim for abatement and Tenant only shall be entitled to receive an abatement of Base Rent payable hereunder during and Tenant’s Share of Operating Expenses in proportion to the period beginning on the sixth (61 ) consecutive business day area rendered unusable and only after expiration of the Controlled Service Failure cure periods set forth above. Landlord may prevent or stop abatement by providing substantially the same service in similar quality and ending on quantity by temporary or alternative means until the day cause of the loss of service has been restoredcan be corrected. If any such interruption in services or failure by Landlord to maintain or repair the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failurethe Building, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage renders all or substantially all of the Premises rendered untenantable unusable for one hundred twenty (120) or inaccessible more days then such interruption of service shall constitute a casualty under Section 11.03 and Landlord and Tenant shall have all rights set forth in Section 11.03 at any time prior to the restoration of such services by Landlord (including the pertinent time frames set forth in said Subsection 11.03). Tenant shall not used by Tenant. Notwithstanding be entitled to the foregoing, business days during which rent abatement and termination rights set forth above if the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which service interruption is covered caused by the provisions act of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft omission of Tenant’s property, arising out of its agents or in connection with the failure of any security services, personnel or equipmentemployees.

Interruption of Services. In the event Tenant agrees that cannot reasonably use all or any material portion of the Premises for Tenant’s intended business operations by reason of any interruption in the services to be provided by Landlord shall not be liable in damages, by abatement of Rent pursuant to this Lease or otherwise, for Landlord’s failure to furnish or delay in furnishing any serviceproperly maintain the Premises and Building as required hereunder, or for any diminution in the quality or quantity thereof, when and such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond condition (a) results from causes within Landlord’s reasonable control; , and such failures or delays or diminution (any such event, a “Service Failure”b) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period exists in excess of five (5) consecutive business days as a result of the Service Failure that after Landlord has been caused by Landlord’s act allowed access to the Building as necessary to make the required repairs or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)improvements, then Tenant’s Base Rent and Tenant’s Share of Operating Expenses shall be equitably abated thereafter for that portion of the Premises that Tenant is unable to use for Tenant’s intended business operations until such service is restored to the Premises or such repair or maintenance is completed by Landlord. At the time of the loss or interruption of service or failure by Landlord to maintain or repair the Premises or the Building, as Tenant must give written notice promptly to Landlord of such fact(s) and its sole remedy, claim for abatement and Tenant only shall be entitled to receive an abatement of Base Rent payable hereunder during and Tenant’s Share of Operating Expenses in proportion to the period beginning on the sixth (61 ) consecutive business day area rendered unusable and only after expiration of the Controlled Service Failure cure periods set forth above. Landlord may prevent or stop abatement by providing substantially the same service in similar quality and ending on quantity by temporary or alternative means until the day cause of the loss of service has been restoredcan be corrected. If any such interruption in services or failure by Landlord to maintain or repair the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failurethe Building, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage renders all or substantially all of the Premises rendered untenantable unusable for one hundred twenty (120) or inaccessible more days then such interruption of service shall constitute a casualty under Section 11.03 and Landlord and Tenant shall have all rights set forth in Section 11.03 at any time prior to the restoration of such services by Landlord (including the pertinent time frames set forth in said Subsection 11.03). Tenant shall not used by Tenant. Notwithstanding be entitled to the foregoing, business days during which rent abatement and termination rights set forth above if the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which service interruption is covered caused by the provisions act of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft omission of Tenant’s property, arising out of its agents or in connection with the failure of any security services, personnel or equipmentemployees.

Interruption of Services. Except for the limited abatement of Rent upon a fire or casualty described in Section 11 , Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewalsreplacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gasgas or other fuel, or water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; . Except in cases of emergency, Landlord shall give Tenant reasonable prior notice of any delay or diminution in any service and shall use reasonable efforts to minimize any inconvenience to Tenant where such delay or diminution is the result of Landlord's voluntary actions. Such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this LeaseLease . Notwithstanding In the foregoingevent such services are interrupted, and if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cani) such interruption does not conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days arise as a result of the Service Failure that has been caused by Landlord’s an act or omission with respect of Tenant, (ii) such interruption does not arise as a result of a matter or condition affecting two or more city blocks, such as a city-wide power outage, (iii) as a result of such interruption, the Premises or any material portion thereof is rendered untenantable (meaning Tenant’s inability to matters within Landlord’s control use the Premises or such material portion thereof in the normal course of its business) and Tenant in fact so ceases to use the Premises or such material portion thereof for the normal conduct of its business, and (“Controlled Service Failure”)iv) such interruption continues for a period of three (3) or more consecutive business days, then Tenant, as its sole remedy, shall be entitled to receive an abatement of the Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated equitably abated based upon the percentage of the space in the Premises rendered untenantable or inaccessible and not being used by Tenant. Notwithstanding The foregoing abatement of Rent shall become effective as of the foregoing, business days during which day the Premises or a such material portion thereof are becomes untenantable or inaccessible, or during which all or nearly all and Tenant ceases to use such space for the Premises are unusable, by reason normal conduct of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentits business.

Interruption of Services. Tenant agrees Landlord does not warrant that Landlord shall not any ------------------------ service will be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, free from interruptions caused by repairs, renewals, or improvements, by any strikechanges of service, lockout or other alterations, strikes, lockouts, labor troublecontroversies, by accidents, inability to secure electricityobtain fuel, gas, water, water or other fuel at the Building after reasonable effort so to do, by any accident supplies or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond the reasonable control of Landlord’s reasonable control; and . No such failures or delays or diminution (any such event, a “Service Failure”) interruption of service shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and possession of all or any part of the Premises Leased Premises, or render Landlord liable to Tenant for damages, by abatement of rent or otherwise except as specifically provided below, or relieve Tenant from paying Rent or performing any performance of its Tenant's obligations under this Lease. Tenant hereby waives and releases all claims against Landlord for damages for interruption or stoppage of service. Notwithstanding the foregoingprovisions of this subsection above, if utility service to the PremisesLeased Premises is interrupted so that Tenant is prevented from using the Leased Premises for Tenant's normal business operations for five consecutive business days, and the cause is within Landlord's control, then Fixed Rent shall xxxxx beginning with the sixth business day and continuing until service is restored, and if any such interruption causes the Leased Premises or a any material portion of the Premises, is made untenantable thereof to be unusable for Tenant's normal business operations for more than ninety (that is90) consecutive days, Tenant canshall have the right to terminate this Lease by notice to Landlord given after the 90th day and prior to the time, if at all, such services are restored, in which event both parties shall be relieved of all further obligations hereunder and the Letter of Credit shall be immediately returned to Tenant. However, Tenant will not conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an any abatement of Fixed Rent payable hereunder during if the period beginning interruption in utility service arises from (i) any renovation or alteration to the Leased Premises conducted by Tenant or at Tenant's request, (ii) any wrongful act or negligence on the sixth part of Tenant or its contractors, agents, employers or representatives, or (61 iii) consecutive business day the failure by Tenant to timely pay any charges for such service and all other Rent due under this Lease. (For purposes of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failurethis Lease, the amount of abatement that Tenant is entitled to receive by reason of such Term "business day" means any day other than a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable Saturday, Sunday or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rightsLegal Holiday.). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Tenant agrees that The failure by Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any serviceextent to furnish, or for any diminution in the quality interruption or quantity thereofthe termination of, when such failure or delay or diminution is occasionedLandlord’s Services, in whole or in part, by resulting from adherence to Laws, wear, use, repairs, renewals, or improvements, by any strike, lockout alterations or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause causes beyond Landlord’s reasonable control; and such failures control shall not render Landlord liable in any respect nor be construed as an actual or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an constructive eviction or disturbance of Tenant’s use and possession , nor give rise to an abatement of the Premises or Rent, nor relieve Tenant from paying Rent the obligation to fulfill any covenant or performing any of its obligations under this Leaseagreement hereof. Notwithstanding anything in this Section 7.5 to the foregoingcontrary, if (a) the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days after written notice to Landlord as a result of the Service Failure an interruption of essential utility services, such as electricity, telephone/telecommunication service, fire protection or water, that has been caused by is a result of Landlord’s act negligence or omission with respect to matters willful misconduct or is otherwise within Landlord’s reasonable control and (“Controlled Service Failure”)b) Tenant is unable to, and does not, conduct its normal business operations in all or any material portion of the Premises as a result thereof, then Tenant, as its sole remedy, Tenant shall be entitled to receive an abatement of Base Rent payable hereunder during the period beginning on after the sixth fifth (61 5th) consecutive business day of the Controlled Service Failure service failure and ending on the day the service has been restored. If ; provided, however, that (i) the entire Premises has foregoing conditional abatement of Base Rent shall not been rendered untenantable or inaccessible by such a Controlled Service Failure, apply if the amount of abatement that Tenant is entitled to receive by reason interruption of such utility service is a Controlled Service Failure result of Tenant’s (or Tenant’s Responsible Parties’) negligence, willful misconduct or breach of this Lease and (ii) such abatement shall be prorated based upon in proportion to the percentage portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled unable to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights)use. In no event event, however, shall Landlord be liable to Tenant for any loss or damage, direct or indirect, special or consequential, including the theft loss of Tenant’s propertybusiness, arising out of or in connection with the failure of any security such utility services. The foregoing provisions regarding interruption of utility services shall not apply in case of damage to or destruction of the Premises, personnel or equipment.which shall be governed by Section 25 of this Lease

Interruption of Services. Landlord does not warrant that the services provided by Landlord will be free from any slow‑down, interruption, or stoppage under voluntary agreement between Landlord and governmental bodies, regulatory agencies, utility companies, and others supplying services or caused by the maintenance, repair, replacement, or improvement of any equipment involved in the furnishing of the services or caused by changes of services, alterations, strikes, lock‑outs, labor controversies, fuel shortages, accidents, acts of God, the elements, or other causes beyond the reasonable control of Landlord. No slow‑down, interruption, or stoppage of the services may be construed as an eviction, actual or constructive, of Tenant agrees that Landlord shall not be liable in damagesor as a breach of the implied warranty of suitability, by or, except as provided below, cause an abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, manner or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or purpose relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the PremisesLandlord is not liable for damage to persons or property, or a material portion of the Premisesin default under this Lease, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act any slow‑down, interruption, or omission with respect stoppage as defined above. Landlord shall use due diligence to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day resume the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failureupon any slow‑down, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessibleinterruption, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights)stoppage. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with such slow‑down, interruption, or stoppage; however, (i) if any portion of the Premises becomes unfit for occupancy for a period in excess of five (5) consecutive Business Days as a result of a failure to provide electricity or heating and air conditioning or water or plumbing services or elevator service and such failure was not caused by Tenant or Tenant’s employees, agents or contractors, then Tenant, as its sole and exclusive remedy or (ii) if access to the Premises is prohibited for a period of thirty (30) consecutive days, in either case, Tenant shall be entitled to receive an abatement of Rent payable hereunder for that portion of the Premises which is not fit for occupancy during the period beginning on the sixth (6th) Business Day after such failure or on the thirty-first (31st) day after denial of access and ending on the day that the service or access has been restored, as applicable. If the entire Premises has not become unfit for occupancy, the abatement that Tenant shall be entitled to receive shall be prorated based on the percentage of the Premises which is unfit for occupancy and not used by Tenant to the total Rentable Square Footage of the Premises during the failure of services. The foregoing abatement remedy shall not prevent Tenant from asserting a right to constructive eviction if the Premises are unfit for occupancy or if access to the Premises is prohibited for an unreasonably extended period of time. In the event parking for Tenant’s employees is not made available to Tenant at the Building in accordance with Exhibit E, Landlord shall provide alternative parking for Tenant in a location within reasonably close proximity to the Building. If Landlord is not able to provide alternative parking or if the period of time during which Tenant is required to use alternative parking exceeds thirty (30) consecutive Business Days, then Tenant shall receive an equitable reduction in the Parking Charge under the Lease beginning on the thirty-first (31st) Business Day and continuing until parking is again available at the Building. If the alternative parking for Tenant represents more than fifty percent (50%) of the parking spaces that Landlord is required to provide to Tenant in the Building Garage in accordance with Exhibit E and extends beyond one hundred twenty (120) days, then Tenant shall have the right to terminate the Lease at that time by providing ninety (90) days’ prior written notice to Landlord; provided, however, that such termination right will be waived by Tenant if Landlord provides the required Parking Spaces at the Building within thirty (30) days following receipt of such written notice from Tenant. If any security servicesof the foregoing services are interrupted by reason of a casualty, personnel or equipment.the provisions of Section 15 shall govern and control

Interruption of Services. Tenant agrees that Notwithstanding anything herein to the contrary, the obligations of the Landlord to provide the services and utilities provided above shall be subject to governmental regulation (e.g., rationing, temperature, control, etc.) and any such regulation which requires Landlord to provide or not provide such services or utilities other than as herein provided, shall not constitute a default hereunder, but rather compliance with such regulation shall be deemed to be compliance by Landlord hereunder. Any failure or defect in Landlord's hereinabove described services shall not be liable in damagesconstrued as an eviction of Tenant, by abatement nor entitle Tenant to any reduction, abatement, offset, or refund of Rent or otherwise, for failure to furnish or delay any damages from Landlord and in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable for damage to Tenant persons or property (including, without limitation, business interruption) or be in default hereunder as a result of any such uncontrollable event or results or effects thereof. Landlord shall not be in breach or default under this Lease, provided Landlord uses reasonable diligence to restore any such failure or defect promptly after Landlord receives written notice thereof. Notwithstanding the foregoing, in the event of the failure to furnish, any stoppage of or other interruption in the furnishing of the services or utilities described in Section 7.01, which continues for three (3) consecutive business days after receipt by Landlord of written notice thereof from Tenant, and such failure, stoppage or interruption is not caused by force majeure (defined in Section 17.10 hereof), a casualty covered by Section 10.01 hereof, a failure on the part of a public utility, or by any loss negligent act or damage, including the theft omission of Tenant’s property, arising out its agents, employees or contractors, Tenant shall be entitled, as its sole and exclusive remedy, to an abatement of Base Rent and Actual Operating Expense Increases in proportion to the area of the Premises that is rendered untenantable by such failure, stoppage or in connection interruption, with such abatement to begin on the failure fourth (4th) business day after the receipt by Landlord of any security serviceswritten notice of such occurrence and continuing until such failure, personnel stoppage or equipmentinterruption has been cured.

Interruption of Services. Other than to the extent expressly provided for in this Article above, Landlord shall not be required to provide any other services or utilities to the Premises, although Landlord reserves the option to do so and, should Tenant elect to receive such additional services, charge a reasonable amount therefor to Tenant as Additional Rent (but Tenant shall not rely on any expectation that Landlord will do so). Further, and in addition to those provisions provided elsewhere in this Lease, Tenant agrees that Landlord shall not be liable in damagesdamages (consequential or otherwise), by abatement of Rent or otherwisein any manner whatsoever, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution if Tenant is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability unable to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to doCenter for any reason whatsoever and/or if electrical service, by any accident AC or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; utility or service is interrupted or is not provided to the Premises or the Center for any reason, and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of the Tenant’s 's use and possession of the Premises or relieve the Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding the foregoingFurthermore, if the Premisesexcept as expressly provided herein, Landlord shall have no liability to Tenant or any other party for any damages (consequential or otherwise), by abatement of Rent or in any manner whatsoever arising out of any such inability to secure any such service or services. In addition, Tenant agrees that, except as expressly provided herein, Landlord shall not in any way be liable or responsible to Tenant or any other party for any loss, damage, or a material portion expense of any kind that Tenant or any other party may sustain or incur if either the Premisesquantity or character of AC, electrical (or any other) service is changed, is made untenantable no longer available, or is unsuitable for Tenant's or any other party's requirements; unless such service is interrupted as the result of a grossly negligent or intentionally wrongful act of Landlord or an employee or agent of Landlord (that is, Tenant cannot conduct its business in acting within the scope of such portionemployment or agency) or inaccessible and remains unavailable for a period in excess of five seven (57) consecutive business days as a result of after notice to Landlord, in which event, Tenant's obligation to pay Base Rent shall abatx xxxlowing such seven (7) day period until the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the affected service has been is restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

Interruption of Services. Subject to the remaining provisions of this Section 9.3, in the event of an interruption in or failure or inability to provide any services or utilities to the Premises or Building for any reason (a "Service Failure"), such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or otherwise, entitle Tenant agrees that Landlord shall not be liable in damages, by to an abatement of Rent or otherwise, for failure to furnish terminate this Lease or delay in furnishing otherwise release Tenant from any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its 's obligations under this Lease. Tenant hereby waives any benefits of any applicable existing or future Law permitting the termination of this Lease due to such interruption, failure or inability. Notwithstanding the foregoing, if there is a Service Failure which is (a) specific to the PremisesBuilding and/or Project (as opposed to an interruption or curtailment in services which extends beyond the Building or Project), or a material portion (b) causes the Premises to be untenantable, (c) is not caused by an event of the PremisesForce Majeure, is made untenantable and (that is, Tenant cannot conduct its business in such portiond) or inaccessible lasts for a period in excess of more than five (5) consecutive business days as Business Days or otherwise prevents Tenant from being able to access the Premises for more than five (5) consecutive Business Days and Tenant in-fact does not access the Premises for five (5) consecutive Business Days, then Tenant will be entitled to deliver Landlord a result of notice stating that if the untenantability caused by the Service Failure that has been caused by is not cured within five (5) Business Days following Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)'s receipt of such notice, then Tenant, as its sole remedy, shall Tenant will be entitled to receive an abatement of Base Rent payable hereunder during as provided in this Section 9.3. If Tenant properly delivers such an abatement notice to Landlord, and the period beginning on untenantability caused by the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has is not been rendered untenantable or inaccessible by remedied within such a Controlled Service Failurefive (5) Business Day period, the amount of abatement that then Tenant is shall thereafter be entitled to receive by reason an abatement of such a Controlled Service Failure shall be prorated based upon Base Rent (in proportion to the percentage portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure) until such Service Failure which arises from a fire or other casualty which is covered remedied, as reasonably determined by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentLandlord.

Interruption of Services. Except as expressly provided otherwise in this Lease, Tenant agrees that Landlord shall not be liable in damages, for damages (by abatement of Rent rent or otherwise, ) for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor troubletrouble not directed solely against Landlord or its Affiliates, by inability to secure electricityfuel, gasby governmental laws, waterregulations or orders, by Landlord's compliance, in whole or other fuel at the Building after reasonable effort so to doin part with any government promulgated program (whether voluntary or mandatory), for conservation of energy by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s 's reasonable control; and such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s 's use and possession of the Premises or relieve Tenant from paying Rent rent or performing any of its obligations under this Lease. Landlord's obligation to furnish services shall also be further conditioned upon the availability of adequate energy sources from the public utility companies then servicing the downtown Denver area. Landlord agrees to use reasonable efforts to restore any suspended service as soon as possible. Notwithstanding the foregoing provisions of this subparagraph 7(c), Base Rent and any applicable Expense Adjustment Amount and Tax Adjustment Amount shall be abated in the event of the disruption of services in accordance with the following provisions: (i) in the case of interruption of electrical power to the Premises resulting in a shutdown of Tenant's computers, antennas, telephones, or other office equipment, if such interruption continues for seven consecutive days and as a result Tenant is not using the Premises (or the affected portion), then the Base Rent and any applicable Expense Adjustment Amount and Tax Adjustment Amount for the Premises (or, if only a portion of the Premises is affected, prorated for such portion) shall be abated commencing on the first day following the seventh continuous day of such disruption until the service in question has been restored; (ii) in the case of the substantial failure of the water supply to the restroom or substantial failure of the HVAC system to the Premises or of any portion of the life safety system, and if such interruption continues for seven consecutive days without Landlord having provided reasonable substitute temporary services, and as a result Tenant is not using the Premises (or portion affected) then Base Rent for the Premises and any applicable Expense Adjustment Amount and Tax Adjustment Amount (or, if only a portion of the Premises is affected, for such portion) shall be abated commencing on the first day following the seventh consecutive day of such disruption until the service in question has been restored. Notwithstanding the foregoing, if [A] in the Premises, or a material portion event that more than seventy-five percent (75%) of any floor included in the Premises, Premises is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of five (5) consecutive business days used as a result of the Service Failure disruption, it shall be deemed that has been caused by Landlord’s act or omission with respect the entire floor is not used as a result of the disruption, but if more than fifty percent (50%) of any floor included in the Premises is not used as a result of the disruption and Tenant is therefore unable to matters within Landlord’s control (“Controlled Service Failure”)use the balance of such floor, then Tenant, as its sole remedy, it shall be entitled to receive an abatement of Rent payable hereunder during deemed that the period beginning on the sixth entire floor is not used; and [B] and if more than seventy-five percent (61 75%) consecutive business day of the Controlled Service Failure and ending on Premises is not used or deemed to be not used as a result of the day disruption, then all of the service has been restoredPremises will be deemed not used as a result of the disruption. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage disruption renders more than seventy-five percent(75%) of the Premises rendered untenantable (i) for over 90 consecutive days when Landlord has, within its reasonable control, the ability to provide such utility or inaccessible and not used by service, or (ii) for over 180 consecutive days in all other cases, then Tenant may upon delivery of written notice to Landlord, terminate this Lease which termination shall be effective upon Tenant. Notwithstanding the foregoing, business days during which 's vacation from the Premises or a material portion thereof are untenantable or inaccessible, or during on the date specified in the notice which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire or other casualty which is covered by the provisions of ARTICLE 13 date shall in no event be considered in determining whether Tenant is entitled within thirty (30) days after delivery Tenant's notice to an abatement of Rent under this Section 8.03 (in such event the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentterminate.

Interruption of Services. Except for the limited abatement of Rent upon a fire or casualty described in Paragraph 12, and except as provided in the succeeding provisions of this Paragraph 7.C., Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gasgas or other fuel, or water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and . Except as hereinafter stated, such failures or delays or diminution (any such event, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Leaselease. Notwithstanding Unless such repairs, renewals or improvements can be made during business hours without material interference with Tenant’s business operations, Landlord shall make such repairs, alterations, or replacements during non-business hours. Landlord further agrees, where practical, to notify Tenant in advance prior to the foregoingcessation of such service, and to estimate the duration of such cessation. If Landlord ceases to furnish any of the services referred to in this Paragraph 7 and if (i) Landlord does not cure such failure within five (5) days after written notice from tenant to Landlord that Tenant intends to procure such services and (ii) tenant does not interfere with the use and enjoyment of the Building by other tenants, Tenant may procure such services from another source until such time as Landlord furnishes such service to Tenant and Landlord shall pay on demand the reasonable amount by which the cost of such service exceeds what such cost would have been to Tenant if Landlord had provided such service. If Landlord ceases to furnish any of the services referred to in this Paragraph 7 or such services are interrupted, and if (i) such cessation does not arise as a result of an act or omission of Tenant (ii) such cessation does not arise as a result of a matter or condition affecting two or more city blocks, such as a city-wide power outage, (iii) as a result of such cessation, the Premises, or a material portion of any floor within the Premises, is made rendered untenantable (that ismeaning a lack of elevator access or the inability to use any or all of the floor(s) within the Premises in the normal course of its business) and Tenant in fact so ceases to use such floor(s) for the normal conduct of its business, Tenant cannot conduct its business in and (iv) such portion) or inaccessible cessation continues for a period in excess of five seventy-two (572) consecutive business days as a result of the Service Failure hours, then, in addition to any other remedies that has been caused by Landlord’s act or omission with respect may be available to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, shall be entitled to receive an abatement of the Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure shall be prorated equitably abated based upon the percentage of the space in the Premises so rendered untenantable or inaccessible and not being used by Tenant. Notwithstanding If such cessation was caused by Landlord’s negligence or willful misconduct or was susceptible of being cured by reasonable and prompt action by Landlord and Landlord failed to cure such cessation within such 72-hour period or such longer period as may be reasonably required, Landlord shall reimburse Tenant on demand for all direct damages, such as the foregoing, business days during which the Premises cost of relocating or a material portion thereof are untenantable or inaccessible, or during which all or nearly all the Premises are unusable, by reason of a Service Failure which arises from a fire obtaining temporary telephone or other casualty which is covered office services, but not consequential damages, incurred by the provisions of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an as a result thereof. The foregoing abatement of Rent under this Section 8.03 (in shall become effective as of the first business day following the day the affected floors) become(s) untenantable and Tenant ceases to use such event floors) for the provisions normal conduct of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentits business.