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 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 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 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 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 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 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) ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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 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 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; 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 failures or delays or diminution failure will not (any such event, i) be construed as a “Service Failure”) shall never be deemed to constitute an constructive eviction or disturbance eviction of Tenant’s use and possession of the Premises or relieve , (ii) excuse Tenant from paying Rent or performing the performance of any of its obligations under this Lease. Notwithstanding the foregoing, if the Premiseshereunder, or a material portion (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 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 any Building Services not used by Tenant. Notwithstanding anything to the foregoingcontrary in this Section 9.9, business if such services are interrupted as a result of the gross negligence or willful acts of Landlord and/or Landlord’s Agents, such interruption shall continue for three (3) consecutive days during which and, as a result thereof, Tenant is unable to use any portion of the Premises or a material for the conduct of its business, the Rent shall be abated for the portion thereof are untenantable or inaccessible, or during which all or nearly all of the Premises are unusableaffected thereby, by reason for the period from the fourth (4th) day following the commencement of a Service Failure which arises from a fire such cessation or other casualty which interruption to the date such failure, delay or inability 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 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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. 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 (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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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. 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 reserves the right to stop the furnishing of any Building services and the service of any of the Building Systems, to perform repairs or Alterations which, in Landlord’s reasonable judgment, shall be necessary. If any of the Building Systems or services required to be provided by Landlord pursuant to this Article 7 or Article 8 below shall be interrupted, curtailed or stopped, Landlord shall use reasonable efforts with due diligence to resume such service; and if (i) any of such Building Systems or services are interrupted, curtailed or stopped, (ii) same causes all or any material portion of the Premises to be untenantable by Tenant and Tenant actually ceases to use such affected portion of the Premises as a result thereof (except as and to the extent necessary for disaster functions such as damage mitigation, retrieval of property and files and/or insurance adjuster inspections), (iii) such failure is not be liable the result of any governmental action or orders, such as any stay-at-home orders, directives, construction moratoriums or similar governmental mandates, and (iv) such event is not the result of the negligence or wrongful act of Tenant and/or any Tenant Parties, then in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in such case Tenant may give Landlord written notice (the quality or quantity thereof, when “Initial Notice”) specifying such failure or delay other event (the “Abatement Event”). If Landlord fails to cure such Abatement Event within five (5) Business Days after receipt of the Initial Notice (provided, however, such five (5) Business Days shall be increased to thirty (30) days if Landlord is unable to cure such Abatement Event as the result of causes beyond Landlord’s reasonable control), then Tenant shall receive an abatement of Base Rent, Taxes, and Operating Expenses, for that portion of the Premises rendered untenantable and not actually used by Tenant, for the period beginning on the sixth (6th) Business Day after receipt of the Initial Notice (or diminution is occasionedthirty-first (31st) day, in whole as applicable) until the earlier of the date Landlord cures such Abatement Event or in partthe date Tenant recommences the use of such affected portion of the Premises. Other than the foregoing, Landlord shall have no liability whatsoever by repairsreason of any such interruption, renewalscurtailment or stoppage of any of such services (whether the same shall be interrupted, curtailed or improvementsstopped while Landlord shall be performing any repairs or Alterations or when Landlord shall be prevented from supplying or furnishing the same by reason of Laws, by the failure of any strike, lockout public utility or other labor trouble, by inability governmental authority serving the Building to secure supply electricity, gas, water, steam, oil or other fuel at fuel, strikes, lockouts, the Building difficulty of obtaining materials after reasonable effort so to dothe use of due diligence, by any accident or casualty whatsoever, by act or default of Tenant or other parties, accidents or by any other cause beyond Landlord’s reasonable control; and control or for any other reason), including, without limitation, any liability for damages to Tenant’s personal property or for interruption of business caused by any such failures interruption or delays stoppage, nor shall the same constitute an actual or constructive eviction or entitle Tenant to any abatement 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 Rent payable under this Lease, except as specifically set forth herein, or in any manner or for any 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 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 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. 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. 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. Except as otherwise specifically provided herein, no failure to furnish or discontinuance of any service pursuant to this Article 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 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) 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 Building 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 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, the Premises or a material portion thereof, is rendered untenantable and Tenant in fact ceases to matters within Landlord’s control (“Controlled Service Failure”)use the Premises, or material portion thereof, 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 such cessation and ending on the day when the service in question has been restored. 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 equipment.

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, constitute a default by Landlord shall not be liable in damagesunder this Lease, by abatement impose upon Landlord any liability whatsoever (except to use commercially reasonable efforts to correct such Service Failure if the corrective measures and location of Rent such Service Failure are within Landlord's reasonable control), constitute an eviction of 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; provided however, if a Service Failure continues for more than seventy-two (72) consecutive hours and is caused solely by the Premiseswillful actions or active negligence of Landlord or its authorized representatives, or due to Landlord's failure to pay the utility ▇▇▇▇ for the Property, Base Rent for the Premises shall ▇▇▇▇▇ from and after the end of such seventy-two (72)-hour period during the remaining period of such Service Failure. If any Service Failure is caused or contributed to by events not within the reasonable control of Landlord, and effects utility improvements owned or controlled by a material portion of the Premisesutility company, is made untenantable (that is, Tenant cannot conduct its business in Landlord's only obligation to attempt to correct such portion) or inaccessible for a period in excess of five (5) consecutive business days as a result Service Failure shall be to notify such utility company of the Service Failure as soon as reasonably possible and to give Tenant reasonable cooperation in Tenant filing any claim against such utility company. 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, Landlord and Tenant agreeing that has been caused by Landlord’s act all of Tenant's rights to terminate the Lease 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 or 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 interruption of services are set forth exclusively in the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentforegoing provisions.

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 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 any portion of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. However, in the event that an interruption of the Project services set forth in this Section 4 causes the Premises to be untenantable for a period of at least ten (10) consecutive business days, monthly Rent or otherwiseshall be thereafter abated proportionately. Notwithstanding anything to the contrary in this section, for failure if (i) Landlord ceases to furnish or delay in furnishing any serviceelectric, or for any diminution in the quality or quantity thereofheating, when such failure or delay or diminution is occasionedcooling, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gaselevator, water, or other fuel at janitorial services to the Building after reasonable effort so to doPremises, by any accident or casualty whatsoeverand Tenant notifies Landlord of such cessation in writing (the "Interruption Notice"), by (ii) such cessation does not arise as a result of an act or default omission of Tenant Tenant, (iii) such cessation is not caused by fire or other partiescasualty (in which case Section 9 shall control), (iv) the repair or by any other cause beyond restoration of such services is reasonably within the control of Landlord’s reasonable control; , and (v) as a result of such failures or delays or diminution (any such eventcessation, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve a material portion thereof is rendered untenantable (meaning that Tenant from paying Rent or performing any is unable to use the Premises in the normal course of its obligations under business) and Tenant in fact ceases to use the Premises or a material portion thereof, sixty (60) consecutive days, Tenant may cancel this Lease by giving not less than sixty (60) days, prior written notice of its intention so to terminate to Landlord, which notice must be sent within ten (10) days after the expiration of said sixty-day period, and this Lease shall terminate as of the date specified in such notice with the same effect as if such date were the scheduled expiration date of this Lease. Notwithstanding the foregoing, if Tenant sends such a notice of cancellation and Landlord, prior to thirty (30) days after the Premisesdate of such notice, or a material portion of substantially restores 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”)interrupted services, then Tenant, as its sole remedy, 's notice shall be entitled without force or effect and this Lease shall continue in full force and effect. In addition, notwithstanding this sixty (60) day time frame, provided that Landlord has promptly commenced all appropriate actions to receive an abatement of Rent payable hereunder during the period beginning on the sixth (61 ) consecutive business day reinstate delivery of the Controlled Service Failure services which will have been interrupted and ending on the day the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible such actions are thereafter diligently and continuously pursued by such a Controlled Service FailureLandlord in good faith, the amount sixty (60) day period be extended so that it exceeds a total 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 ninety (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 equipment90) days.

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, sanitary sewer or other fuel at gas to 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”) ), 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 commence 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 (11th) Business Day following the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises; or (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 hot 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. (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 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, 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 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 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. (each a “Service Interruption”) is (i) within the reasonable control of Landlord or its agents or employees to correct and continues for seven (7) or more Business Days after Landlord becomes aware thereof, whether by Tenant’s written notice to Landlord 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 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 above and Additional Rent under Paragraph 7 above, which abatement shall commence as of the first (in 1st) day after the expiration of such event seven (7) Business Days or sixty (60) day period (as applicable) and to terminate upon the provisions cessation of Section 13.01 the Service Interruption and which abatement shall govern be based on the portion of the Premises rendered unusable for Tenant’s rights)business by the Service Interruption. In no event The abatement and termination rights set forth above shall Landlord be liable inapplicable to any Service Interruption that is caused by (x) damage from fire or casualty (it being acknowledged that such situation shall be governed by Paragraph 27 below) or (y) to any other Service Interruption described in this Paragraph 17.e. 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. 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 (upon at least three (3) business days notice to Tenant and in a manner that minimizes disruption to Tenant's use of the Leased Premises) until certain repairs, alterations or improvements can be made. Landlord shall use reasonable efforts to restore such utility service and shall use reasonable efforts to minimize any interference with Tenant's use of the Leased Premises for the Permitted Use during such restoration. 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) 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 calendar days, then Tenant shall notify Landlord in writing that Tenant intends to ▇▇▇▇▇ rent. If service has not been restored within such three (3) day period, then Minimum Annual Rent shall ▇▇▇▇▇ 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 If any of the services provided for in this Section 5 are interrupted or stopped, Landlord shall not be liable in damageswill use 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, 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 purpose relieve Tenant from any of its obligations under this Lease; provided, however, that if any of the quality services are interrupted or quantity thereof, when such stopped for a period of longer than the Eligibility Period and the interruption is a direct result of Landlord’s 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 perform an express obligation of Tenant or other parties, or by any other cause beyond Landlord under this Lease that was otherwise within Landlord’s reasonable control; , or if any of the services are interrupted or stopped for a period of fourteen (14) consecutive business days for any reason outside of the reasonable control of Landlord (or thirty (30) business days in any consecutive twelve (12)-month period) and should Tenant be actually prevented from using the Premises, then the Rent shall be abated during the period beginning on the date Tenant actually cannot and does not use the Premises or any portion thereof as a result of the interruption in services and throughout such failures or delays or diminution (any such eventperiod that Tenant continues to be so prevented from using the Premises and does not, a “Service Failure”) shall never be deemed to constitute an eviction or disturbance in the proportion that the Rentable Square Feet of Tenant’s use and possession the portion of the Premises or relieve that Tenant is prevented from using, and does not use, the Premises bears to the total Rentable Square Feet of the Premises. Notwithstanding the foregoing, if Tenant reoccupies and uses any portion of the Premises during such period, the Rent allocable to such reoccupied portion, based on the proportion that the Rental Square Feet of such reoccupied portion of the Premises bears to the total Rental Square Feet of the Premises, shall be payable by Tenant from paying the date Tenant reoccupies such space. Without limiting those reasons for an irregularity or stoppage of services that may be beyond Landlord’s control, any such irregularity or stoppage that is required in order to comply with any Laws or that is required or recommended by governmental agencies for health or safety reasons will be deemed caused by a reason beyond Landlord’s control. 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 Laws, and Tenant acknowledges that, in the event Landlord fails to make a repair or perform maintenance, Tenant’s sole remedy for such breach by Landlord, in addition to the abatement of Rent provided for in this Section, will be an action for damages, and that Tenant will not be entitled to terminate this Lease, withhold Rent, or performing make any repair and deduct the cost of its obligations repair from Rent payable under this Lease. Notwithstanding the foregoing, Tenant shall not be deemed to be using the Premises for purposes of this Section 5.3 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 merely maintaining a skeleton crew within the affected Premises for 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 purposes as securing Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damagerecords and files, including the theft forwarding telephone communications, correspondence and deliveries, and/or otherwise enabling those aspects of Tenant’s property, arising out of or in connection with business operations previously conducted within the failure of any security services, personnel or equipmentaffected Premises to be carried on from an alternative location.

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. 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, power shortages, 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 's reasonable control; and such failures or delays or diminution (any , and, in such event, a “Service Failure”Tenant shall not be entitled to any damages nor (except as otherwise provided in Section 7.02(A) below) shall never any failure or interruption a▇▇▇▇ or suspend Tenant's obligation to pay Monthly Base Rent and Additional Rent required under this Lease or constitute or be deemed to constitute an construed as a constructive or other eviction or disturbance of Tenant’s . Further, in the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably appropriate action to comply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and possession Tenant's obligations hereunder shall not be affected by any such action of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this LeaseLandlord. Notwithstanding the foregoing, if : (A) If (i) during the Premises, or a material portion Lease Term Landlord is unable to furnish to the Premises any of the Premises, is made untenantable utilities and services described in Section 7.0 1(A)-(E) hereinabove (that is, Tenant cannot conduct its business in such portiona "Service Failure") for a continuous period of fifteen (15) or inaccessible for a period in excess of five (5) consecutive more business days as a result of ("15-Day Period"), and (ii) during said 15-Day Period the Service Failure that has been caused by Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)renders the Premises substantially unusable for the Permitted Uses, 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 iii) consecutive business day commencing at expiration of the Controlled Service Failure 15-Day Period and ending on the day date that the service has been restored. If the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service FailureFailure ends, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure Monthly Base Rent for the Premises shall be prorated based upon abated pro rata in proportion to the percentage portion of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding substantially unusable as a consequence of the foregoing, business days Service Failure. (B) If (i) 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 Lease Term a Service Failure occurs and continues for a continuous period of ninety (90) or more calendar days ("90-Day Period"), and (ii) during said 90-Day Period the Service Failure renders the Premises substantially unusable for the Permitted Uses, then (iii) commencing at expiration of the 90-Day Period and ending thirty (30) calendar days thereafter (the "Window Period"), Landlord and Tenant shall each have the right and option to terminate this Lease. Landlord and/or Tenant shall exercise this termination right, if at all, by delivery of written notice thereof to the other Landlord prior to expiration of the Window Period, in which arises from a fire event this Lease shall terminate, expire and have no further force or other casualty which is covered by effect, said termination to be effective thirty (30) calendar days after delivery of the provisions termination notice. However, if prior to expiration of ARTICLE 13 shall the Window Period neither Landlord or Tenant exercise their right to terminate the Lease as provided in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 (in such event 7.02, then the provisions of Section 13.01 right to terminate herein granted shall govern Tenant’s rights). In itself terminate, expire and have no event shall Landlord be liable to Tenant for any loss further force or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmenteffect.

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 ▇▇▇▇▇ 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. 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. 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 abat▇ ▇▇▇lowing 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. 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. 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. 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 abat▇ ▇▇ 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 Except for the limited abatement of ------------------------ Rent upon a fire or casualty described in Section 11, ▇▇▇▇▇▇ 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 commercially 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 or possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Landlord shall be diligent in its efforts to cure any such interruption of service. Notwithstanding the foregoing, if in the Premises, or a material portion event that any such interruption in the furnishing of any of the Premises, is made untenantable (that is, Tenant cannot conduct its business foregoing services in such portion) or inaccessible for a period in excess accordance with the standards and otherwise pursuant to this Section 6.C which was within the reasonable control of Landlord to prevent continues beyond five (5) consecutive business days as a result of and materially and adversely affects Tenant's ability to conduct its business in the Service Failure that has been caused by Landlord’s act Premises, or omission with respect any portion thereof, and on account thereof Tenant ceases doing business in the Premises, or such portion thereof, Base Rent and Additional Rent pursuant to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, Sections 2 and 3 shall be entitled to receive an abatement of Rent payable hereunder during equitably ▇▇▇▇▇ from and after 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 date of such a Controlled Service Failure shall be prorated based upon interference for so long as and to the percentage of the Premises rendered untenantable or inaccessible and not used by extent Tenant. Notwithstanding the foregoing, 's ability to conduct its business days during which in the Premises or a material such portion thereof is so affected. In the event that any of the foregoing continues for more than one hundred twenty (120) days due to causes within the reasonable control of Landlord to prevent, Tenant may elect to terminate this Lease by giving thirty (30) days' written notice to Landlord, which notice shall be given within the fifteen (15) day period following expiration of such one hundred twenty (120) day period, unless within such thirty (30) days, the services are untenantable restored or inaccessible, or during which all or nearly all Tenant begins using the Premises are unusable, by reason again for the 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 equipmentbusiness.

Interruption of Services. Tenant understands, acknowledges and agrees that any one or more of the utilities or other building services identified in Section 5.01 may be interrupted by reason of accident, emergency or other causes beyond Landlord’s control, or may be temporarily 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 that the availability and capacity of such utilities or building services shall continue uninterrupted and unchanged, and that any such interruption or change 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 Leased Premises or any part thereof, or except as provided below 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 foregoingIf any service described in Section 5.01 (A), if the Premises, or a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portionB) or inaccessible for a period in excess of five (5C) consecutive business days is disrupted as a result of the Service Failure that has been caused by Landlord’s act or omission with respect to matters an event within Landlord’s control that is not due to an act of Tenant, its employees, agents, invitees or contractors and the Leased Premises are rendered untenantable (which term “Controlled Service Failure”)untenantable” for the purpose of this Lease shall mean the Leased Premises and reasonable means of access thereto cannot be used by Tenant in substantially the same manner and at the same time as Tenant has utilized the Leased Premises in the normal conduct of its business and Tenant cannot and does not occupy the Leased Premises for a period of three (3) consecutive calendar 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 commencing from and after said three (61 3) 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 Failureperiod, the amount of abatement Rental that Tenant is entitled to receive by reason allocable for the area of the Leased Premises which is untenantable shall a▇▇▇▇ for the duration of such a Controlled Service Failure shall be prorated based upon untenantability until the percentage remedy of the condition which caused the untenantability and the restoration of services necessary to allow Tenant to resume occupation of the Leased Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding for the foregoingnormal, 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 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 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 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 ▇▇▇▇▇ 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 except as provided in this Subparagraph C, 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 anything in this Lease to the foregoingcontrary, if as a result of a cessation limited to utilities or interruption of utilities or access which Landlord is required to provide hereunder for any other reason other than (i) reasons arising as a result of negligence, willful misconduct on the Premisespart of Tenant or any of Tenant’s contractors, agents or a material portion employees or breach of this Lease by Tenant, (ii) reasons arising out of Tenant’s use and occupancy of the Premises, is made untenantable (that isiii) any other reason within the reasonable control of Tenant, Tenant cannot conduct is unable to use all or a portion of the Premises for its business in such portion) or inaccessible purposes for a period in excess of five seven (57) 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 Failuredays, the amount of abatement that Base Rent and Additional Rent relating to periods subsequent to such seven (7) day period and thereafter due hereunder shall ▇▇▇▇▇ until Tenant is entitled again able to receive by reason of use such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises rendered untenantable for its business purposes. In the event such interruption or inaccessible cessation continues for more than thirty (30) consecutive days 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 materially affects Tenant’s rights). In no event use and occupancy of the Premises, Tenant shall have the right to terminate this Lease by notice to Landlord be liable to Tenant for any loss or damage, including within ten (10) days of the theft expiration of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentsuch thirty (30) day period.

Interruption of Services. Tenant agrees that If the Building equipment or machinery ceases to function properly for any cause whatsoever, or any of the services in this Section 7 are interrupted, Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure use reasonable diligence to repair the same promptly. Landlord’s inability to furnish or delay the Project services set forth in furnishing any servicethis Section 7 due to causes beyond its control, or any cessation thereof resulting from any causes, including any entry for repairs pursuant to this Lease, and any diminution in renovation, redecoration or rehabilitation of any area of the quality Building, shall not render Landlord liable for damages to either person or quantity thereofproperty or for interruption or loss to Tenant’s business, 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 nor be deemed to constitute construed as 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 Lease. Notwithstanding the foregoingagreement hereof; provided, however, if the Premisesany entry by Landlord and/or interruption of service prevents Tenant from using, and Tenant does not use, all or a material any portion of the Premises, (i) and the reason for the interference is made untenantable Landlord’s entry or the reason(s) for that interruption of services lie within Landlord’s control, then upon written notice of such interference or interruption from Tenant to Landlord, Base Rent shall ▇▇▇▇▇ in proportion to the portion of the Premises Tenant is prevented from using from three (3) business days after the date of the notice until the redelivery of that isportion of the Premises and/or restoration of all services to that portion of the Premises, Tenant canor if (ii) the reason(s) for that interruption do not conduct its business in such portion) or inaccessible lie within Landlord’s control and the interruption continues for a period in excess of five more than seven (57) consecutive business days as a result after written notice of the Service Failure that has been caused by such interruption from Tenant to Landlord’s act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then Tenant, as its sole remedy, Base Rent shall be entitled ▇▇▇▇▇ in proportion 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 Tenant is prevented from using, and Tenant does not used by Tenant. Notwithstanding use, from and after the foregoing, business days during which expiration of that seven (7) day period until the redelivery of that portion of the Premises or a material and/or restoration of all services to that portion thereof are untenantable or inaccessible, or during which all or nearly all of 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 equipmentPremises.

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, service or for any diminution in the quality or quantity thereof, when such failure or failure, delay or diminution is occasioned, in whole or in part, by maintenance, repairs, renewalsreplacements, additions, alterations or improvements, by any strike, lockout or other labor trouble, by inability to secure water or electricity, gas, water, gas (if any) or other fuel at the Building after reasonable effort so to do, by any accident accident, fire or casualty whatsoever, by act or default of Tenant or any other partiesperson or entity, by the exercise of Landlord's rights under Paragraph 7E or by any other cause act or failure to act by any person or entity if it is beyond Landlord’s 's reasonable control; control and not caused by the negligence or willful misconduct of Landlord, and no such failures or delays failure, delay or diminution (any such event, a “Service Failure”) shall never ever be deemed to constitute an actual or constructive eviction or disturbance of Tenant’s 's use and possession of the Leased Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding ; provided, however, to the foregoingextent any such failure, if delay or diminution is caused by any circumstance described above, other than a fire or casualty covered by Paragraph 12 hereof, and Tenant's does not use the Premises, or Leased Premises as a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible result thereof for a period in excess of at least five (5) consecutive business days as a result after Tenant has given written notice to Landlord 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”)such interruption, then Tenant, as its sole remedy, shall be entitled to receive an full abatement of Rent payable hereunder during the period beginning on of time following such five (5) consecutive business day period that such failure, delay or diminution continues as long as Tenant does not use the sixth Leased Premises; provided, further, that in the event such failure, delay or diminution continues uninterrupted for a period of at least sixty (61 60) consecutive days following Tenant's written notice thereof to Landlord, then if Tenant has not used the Leased Premises during such sixty (60) consecutive day period Tenant shall be entitled to terminate this Lease as an additional remedy by giving to Landlord written notice of such termination prior to the seventieth (70th) 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 such uninterrupted failure, delay or inaccessible by such a Controlled Service Failure, the amount of abatement diminution that Tenant is entitled to receive by reason does not use the Leased Premises, and this Lease shall terminate thirty (30) days after Landlord's receipt of such a Controlled Service Failure shall be prorated based upon notice from Tenant unless Tenant uses the percentage of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days during which the Leased Premises or a material portion thereof are untenantable such interruption has ceased prior to the expiration of such thirty (30) day period. Upon such termination neither such party shall have any further right 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 obligation under this Section 8.03 (in Lease, except that each party shall fulfill all obligations of such event party which survive the provisions termination 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 equipmentthis Lease.

Interruption of Services. Tenant acknowledges and agrees that any one or more of the utilities or other services identified in this Section 6 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 Premises is due to Landlord’s negligence or intentional wrongful acts and (ii) the restoration of such utility service is within Landlord’s control and (iii) such interruption renders all or a material portion of the Premises, is made 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) then Tenant shall notify Landlord in such portion) or inaccessible for a period in excess of writing that Tenant intends to ▇▇▇▇▇ Base Rent and Additional Rent. If service has not been restored within five (5) consecutive business days as a result of the Service Failure that has been caused by Landlord’s act or omission receipt of Tenant’s notice, then Base Rent and Additional Rent shall ▇▇▇▇▇ proportionately 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 the foregoing, business days on a per diem basis for each day after such five (5)-business day period during which such portion of the Premises or a material portion thereof are untenantable or inaccessibleremains untenantable. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, 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 and Tenant shall in no event not be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 damages (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 consequential or damage, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentotherwise) as a result thereof.

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 abat▇ ▇▇ 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. 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 Landlord shall not be liable in damages, 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, renewals, replacements 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 Landlord’s reasonable control; and such failures or delays or diminution (any such eventcause, 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 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 or Tenant under this Lease. Notwithstanding the foregoingHowever, if (i) Landlord ceases to furnish any service in the PremisesBuilding as a result of a condition which affects only the Building (that is, which does not affect office buildings in general in the vicinity of the Building) and (ii) Tenant notifies Landlord of such cessation in writing within one (1) business day after such cessation begins and (iii) such cessation is not caused by Force Majeure (as defined in Schedule 1.1) and (iv) such cessation has not arisen as a result of an act or omission of Tenant or the Tenant Parties and (v) as a result of such cessation, the Premises (or a material portion thereof) is rendered untenantable and Tenant in fact ceases to use such space in the manner used prior to such cessation, then, as Tenant’s exclusive remedy for such cessation, on the fifth (5th) consecutive day after all of the Premisesforegoing conditions have been met, 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 Base 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 on the percentage of the Premises so rendered untenantable or inaccessible and in fact not used by Tenant. Notwithstanding Said Base Rent 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 become tenantable again by the provisions removal of ARTICLE 13 shall in no event be considered in determining whether Tenant is entitled to an abatement such cessation 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 hereby acknowledges that any one or more of the utilities or building services specified in this Section 10 may be interrupted or diminished temporarily by Landlord or other person until certain repairs, alterations or other improvements to the Premises or other parts of the Property can be made or by any event or cause which is beyond Landlord’s reasonable control, including, without limitation, any ration or curtailment of utility services; that Landlord does not represent, warrant or guarantee to Tenant the continuous availability of such utilities or building services; and that any such interruption shall not be liable in damages, by abatement of Rent deemed or otherwise, for failure construed to furnish be an actual or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasionedconstructive eviction, in whole or in partpart or an interference with Tenant’s right of possession, occupancy and use of the Premises, shall not render Landlord liable to Tenant for damages or entitle Tenant to any reduction of Base Rent, and shall not relieve Tenant from its obligation to pay Base Rent and to perform its other obligations under this Lease or impose any liability upon Landlord or its agents by repairs, renewals, reason of inconvenience or improvements, by any strike, lockout annoyance to tenant or other labor trouble, by inability injury 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 interruption of Tenant’s use and possession of the Premises business or relieve Tenant from paying Rent or performing any of its obligations under this Leaseotherwise. Notwithstanding the foregoing, if the Premisesinterruption of services prevents Tenant from conducting business from within the Premises and is unique in its occurrence to the Office Complex and does not affect other buildings in the area generally and is not caused or exacerbated by the wrongful or intentional acts of Tenant or any of Tenant's employees, agents, invitees, servants or a material portion of the Premisescontractors, is made untenantable (that is, Tenant cannot conduct its business in and such portion) or inaccessible for a period in excess of interruption exceeds five (5) consecutive business days as a result of Business Days, 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, Base Rent herein shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on abated from the sixth (61 6th) consecutive business day Business Day following the interruption of service until such time as service is restored to the Controlled Service Failure and ending on the day the service has been restoredPremises. If the entire interruption of services prevents Tenant from conducting business from within the Premises has and is of a nature that affects other buildings in the area generally and is not been rendered untenantable caused or inaccessible exacerbated by the wrongful or intentional acts of Tenant or any of Tenant's employees, agents, invitees, servants or contractors, and such a Controlled Service Failureinterruption exceeds thirty (30) consecutive days, the amount of abatement that Tenant is entitled to receive by reason of such a Controlled Service Failure Base Rent herein shall be prorated based upon abated from the percentage thirty first (31st) consecutive day following the interruption of service until such time as service is restored to 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 equipmentPremises.

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 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 agrees that Landlord shall not be liable Notwithstanding anything to the contrary contained 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, Tenant cannot reasonably use all or a material any portion of the Leased Premises for Tenant's intended business operation by reason of any interruption in services to be provided by Landlord (and Tenant does not in fact use such portion of the Leased Premises, is made untenantable ) 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 within any thirty (30) day period, then Tenant's Minimum Annual Rent and Annual Rental Adjustment shall be abated for that portion of the Leased Premises that Tenant is unable to use for Tenant's intended business operations until such service is restored to the Leased Premises, provided, however, that if and to the extent that the interruption in services is not a result of the Service Failure that has been caused by Landlord’s act 's negligence or omission with respect failure to matters within Landlord’s control (“Controlled Service Failure”)act, 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 Tenant's Minimum Annual Rent under this Section 8.03 (in and Annual Rental Adjustment only if and to the extent that 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 is covered by Landlord's property, rental loss or damagesimilar insurance. At the time of the loss of service, including Tenant must give written notice promptly to Landlord of the theft loss of service and its claim for abatement and Tenant only shall be entitled to abatement of Minimum Annual Rent and Annual Rental Adjustment in proportion to the area rendered unusable. Landlord may prevent or stop abatement of Minimum Annual Rent and Annual Rental Adjustment by providing substantially the same service in similar quality and quantity by temporary or alternative means until the cause of the loss of service can be corrected. If any such interruption in services renders twenty-five percent (25%) or more of the Leased Premises unusable for ninety (90) or more consecutive days, Tenant shall have the right to terminate this Lease by written notice to Landlord at any time prior to the restoration of such services. Tenant shall not be entitled to the rent abatement or termination rights set forth above if the service interruption is caused by the act or omission of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.

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. Tenant agrees that If any of the services provided for in this Section 7 are interrupted or stopped, Landlord shall not be liable in damageswill use 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 the foregoingIf, if the Premisesdue to reasons within Landlord's reasonable control, or a material portion any of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible services required to be provided by Landlord under this Section 7 should become unavailable and should remain unavailable for a period in excess of five (5) consecutive business days as a result 60 hours after notice of such unavailability from Tenant to Landlord, and if such unavailability should render all or any portion of the Service Failure that has been caused by Landlord’s act Premises where Tenant is actually unable to use any or omission with respect to matters within Landlord’s control all of the Premises for the normal conduct of its business (“Controlled Service Failure”"Untenantable"), then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during commencing upon 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 expiration of such a Controlled Service Failure shall be prorated based upon 60-hour period, Tena▇▇'▇ ▇ent will equitably abat▇ ▇▇ proportion to the percentage portion of the Premises so rendered untenantable Untenantable for so long as such services remain unavailable for such reasons. Without limiting those reasons for an irregularity or inaccessible and not used stoppage of services that may be beyond Landlord's control, any such irregularity or stoppage that is required in order to comply with any Laws will be deemed caused by Tenanta reason beyond Landlord's control. Notwithstanding anything contained herein to the foregoingcontrary, business days during which if all or any portion of the Premises or a material portion thereof are untenantable or inaccessibleis rendered Untenantable and if Landlord receives any proceeds of rental income insurance maintained by Landlord for the applicable Building as described in Section 11.1(c), 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 shall in no event be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 equal to the amount of such proceeds received by Landlord (in Landlord agreeing to use reasonable efforts to collect such event proceeds) to the provisions extent applicable to the Premises, it being intended that Landlord not receive a double collection 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 rent as a result of any security services, personnel or equipmentsuch untenantability.

Interruption of Services. Tenant agrees (a) If, due to a Force Majeure Event, a Scripps Service Provider is unable, wholly or partially, to perform its obligations hereunder, then Scripps shall be 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 Landlord shall not be liable (i) Scripps gives Newco 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 the 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 such Scripps Service Failure that has been caused by LandlordProvider’s act capacity or omission similar limitations, with respect to matters within Landlord’s control (“Controlled the allocation of such limited resources, the Newco Group shall be treated no less favorably by such Scripps Service Failure”)Provider than Scripps or any member of the Scripps Group. If Scripps fails to promptly give notice of such Force Majeure Event, then TenantScripps shall only be relieved from such performance or compliance from and after the giving of such notice. Scripps shall or shall cause the applicable Scripps Service Provider(s) to use its commercially reasonable 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. Scripps shall give Newco prompt notice of the cessation of the Force Majeure Event. (b) If, due to a Force Majeure Event, a Newco Service Provider is unable, wholly or partially, to perform its obligations hereunder, then Newco 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 Newco gives Scripps prompt notice, written or oral (but if oral, promptly confirmed in writing) of such whole or partial inability to perform the 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 such Newco Service Failure and ending on Provider’s capacity or similar limitations, with respect to the day allocation of such limited resources, the service has been restoredScripps Group shall be treated no less favorably by such Newco Service Provider than Newco or any member of the Newco Group. If Newco fails to promptly give notice of such Force Majeure Event, then Newco shall only be relieved from such performance or compliance from and after the entire Premises has not been rendered untenantable giving of such notice. Newco shall or inaccessible shall cause the applicable Newco Service Provider(s) to use its commercially reasonable 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. Newco shall be prorated based upon the percentage give Scripps 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 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 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 for 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 reasonable efforts to remedy the Service Failure within five (5) Business Days following the occurrence of the Service Failure, or after commencing such reasonable efforts to remedy the Service Failure, Landlord fails diligently to pursue efforts to remedy such 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. (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 reasonable efforts to remedy the Service Failure within sixty (60) days following the occurrence of the Service Failure, or after commencing such reasonable efforts to remedy the Service Failure, Landlord fails diligently to pursue efforts to remedy such 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, 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 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 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 If any of the services provided for in this Section 5 are interrupted or stopped, Landlord shall not be liable in damageswill use 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), except as expressly provided below, constitute an actual or constructive eviction or 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 the foregoingIf, if the Premisesdue to reasons within Landlord’s reasonable control, or a material portion any of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible services required to be provided by Landlord under this Section 5 should become unavailable and should remain unavailable for a period in excess of five (5) 60 hours after notice of such unavailability from Tenant to Landlord, and if such unavailability should render all or any portion of the Premises untenantable, then commencing upon the expiration of such 60-hour period, Tenant’s Rent will equitably ▇▇▇▇▇ in proportion to the portion of the Premises so rendered untenantable for so long as such services remain unavailable for such reasons. If such unavailability affects more than 50% of the Rentable Area of the Premises and continues for more than 60 consecutive business days, Tenant shall have the right to terminate this Lease by delivery of notice to Landlord during the first 10 days following the end of such 60-day period; provided, however, that if Tenant fails to deliver a termination notice within such 10-day period, Tenant will be deemed to have waived its right to so terminate this Lease as a result of the Service Failure such unavailability. Without limiting those reasons for an irregularity or stoppage of services that has been may be beyond Landlord’s control, any such irregularity or stoppage that is required in order to comply with any Laws or that is required or recommended by governmental agencies for health or safety reasons will be deemed caused by a reason beyond Landlord’s act control. Tenant hereby waives the provisions of Sections 1932, 1933(4) and 1942 of the Civil Code of California or omission with respect any similar or successor statutes to matters within Landlordthe fullest extent permitted by Laws, and Tenant acknowledges that, except as specifically provided herein, in the event Landlord fails to make a repair or perform maintenance, Tenant’s control (“Controlled Service Failure”)sole remedy for such breach by Landlord will be an action for damages, then Tenant, as its sole remedy, shall and that Tenant will not be entitled to receive an abatement terminate this Lease, withhold Rent, or make any repair and deduct the cost of 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 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 equipmentLease.

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 acts or negligence of Landlord or any third party under Landlord's control, including without limitation, any tenant of the Building (any such interruption of an Essential Service Failure 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 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 been caused by Landlord’s act or omission 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. 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 (i) an interruption of utility service to the Leased Premises is due to Landlord’s negligence or intentional wrongful acts, (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 for the Permitted Use as contemplated hereunder) for more than ten (10) consecutive days, then Tenant canshall notify Landlord in writing that Tenant intends to ▇▇▇▇▇ rent. If service has not conduct its business in such portion) or inaccessible for a period in excess of been restored within five (5) consecutive business days of Landlord’s receipt of Tenant’s notice, then Minimum Annual Rent shall ▇▇▇▇▇ 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. (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 ▇▇▇▇▇▇▇▇’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 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 ▇▇▇▇▇ 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-▇'▇▇▇▇ 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 Except as provided 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 occasionedthis Section 7.5, 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 (i) any damage to the Premises, or (ii) any loss, damage or injury to any property therein or thereon, or (iii) any claims for the interruption of or loss or damage, including the theft of to Tenant’s propertybusiness or for any damages or consequential losses, arising out of or (iv) any interruption in connection with any utility or other services to the failure Premises. Notwithstanding the foregoing, in the event that there shall be an interruption, curtailment or suspension of any security servicesservice required to be provided by Landlord pursuant to this Lease (e.g. HVAC, personnel elevators, electrical, plumbing or equipmentmechanical systems) that interferes with Tenant’s use and enjoyment of the Premises or a material portion thereof, and Tenant does not use or occupy all or any material portion of the Premises (any such event, a “Service Interruption”), and if such Service Interruption shall continue for five (5) consecutive days as a result of the negligence or willful misconduct of Landlord or Landlord’s agents, or a period of more than eight (8) consecutive days for any reason other than the acts or omissions of Tenant or Tenant’s agents, Tenant shall be entitled to an equitable abatement of Rent then due and payable at the time based on the area of the Premises affected, for the period that shall begin on the sixth (6th) or ninth (9th) days of Service Interruption, respectively, or any such earlier date to the extent Landlord receives rent loss insurance proceeds therefore and that shall end on the day such Service Interruption shall cease. Notwithstanding the foregoing, Tenant shall not receive any abatement if a Service Interruption results from a government act or omission, acts of war, terrorism, civil unrest, labor shortages, natural disasters or other similar causes beyond Landlord’s reasonable control unless and to the extent that Landlord receives rent loss insurance proceeds therefor. In all events, Landlord will use commercially reasonable efforts to restore the Service Interruption as soon as is reasonably practicable.

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. Tenant agrees that Landlord shall not be liable in damagesreserves the right to curtail, suspend, interrupt and/or stop the supply of water, sewage, electricity, cleaning, parking and other services, and to curtail, suspend, interrupt and/or stop the use of the roads providing access to the Building, without thereby incurring any liability to Tenant, when necessary by abatement reason of Rent accident or otherwise, for failure to furnish or delay in furnishing any serviceemergency, or for any diminution repairs, alterations, replacements or improvements in the quality judgment of Landlord desirable or quantity thereofnecessary, or when prevented from supplying such failure services or delay use by strikes, lockouts, difficulty of obtaining materials, accidents or diminution is occasionedany other cause beyond Landlord's reasonable control, in whole or in partby laws, orders or inability, by repairsexercise of reasonable diligence, renewalsto obtain electricity, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricitywater, gas, watersteam, coal, oil or other suitable fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other partiespower, or by any other cause beyond condition not reasonably within the control of Landlord’s reasonable control; and such failures . Except as expressly provided below, no diminution or delays abatement of rent or diminution (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 eventinterruption, a “Service Failure”) curtailment or suspension. Failure or omission on the part of Landlord to furnish any of the foregoing services or use shall never not be deemed to constitute construed as an eviction or disturbance of Tenant’s use and possession , actual or constructive, nor, except as expressly provided below, entitle Tenant to an abatement of the Premises or relieve rent, nor render Landlord liable in damages, nor release Tenant from paying Rent or performing prompt fulfillment of any of its obligations covenants under this Lease. Notwithstanding the foregoingIf there shall occur any interruption or reduction of service(s), and if the Premises, (i) such interruption or a material portion reduction materially interferes with Tenant's use and enjoyment of the Premises, is made untenantable and (that isii) such interruption or reduction shall continue for ten (10) days, then, commencing with the eleventh (11th) day of such interruption or reduction and continuing until such time as such service(s) have been restored to the extent necessary to avoid material interference with Tenant's use and enjoyment of the Premises, 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 a reasonable reduction or abatement of rent (consistent with the extent of interference with Tenant's activities); provided, however, that Tenant shall not be entitled to such an abatement or reduction if the interruption or reduction of Rent payable hereunder during the period beginning on the sixth (61 service(s) consecutive business day of the Controlled Service Failure and ending on the day the service has been restored. If the entire Premises has results from any condition 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 equipmentreasonably within Landlord's control.

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.

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. Tenant agrees that Landlord shall not be liable reserves the right to interrupt any services when, in damagesLandlord's reasonable judgment, such interruption is necessary by abatement reason of Rent accident or otherwise, for failure to furnish or delay in furnishing any service, emergency or for any diminution repairs, alterations, replacements or improvements. Except in the quality case of an emergency, Landlord will notify Tenant in advance, of any interruption and its estimated duration. Landlord will undertake repairs with reasonable diligence to restore such service as promptly as reasonably possible and will conduct ordinary repairs in a manner and at times so as not to unduly interfere with 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 impair 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 Premises, or a material portion enjoyment 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 anything to the foregoingcontrary in this Lease, business days during for any such interruption or interruptions of essential services which renders the Premises or a material portion thereof unusable for more than three (3) consecutive days, Landlord shall ▇▇▇▇▇ Tenant's Rent effective the date of initial interruption of such services, until such services are untenantable or inaccessiblerestored. In the event that Landlord has not commenced repairs necessary to restore such services within fifteen (15) days after the date of initial interruption, then, notwithstanding anything to the contrary in this Lease, Tenant, at its option but after giving written notice to Landlord of Tenant's intent to exercise either of the following rights, shall have the right to (i) make repairs necessary to restore such services and the reasonable and actual costs incurred by Tenant in restoring such services may be deducted by Tenant from Base Rent, or during which all or nearly all (ii) cancel this Lease and upon such cancellation neither party shall have any further liability to the Premises are unusableother hereunder. Notwithstanding anything to the contrary in this Lease, by reason if Landlord commences repairs necessary to restore such services within fifteen (15) days after the date of a Service Failure which arises from a fire or other casualty which initial interruption and thereafter diligently pursues completion thereof but is covered by unable to restore such services within forty-five (45) days after the provisions of ARTICLE 13 initial interruption thereof, Tenant shall in no event be considered in determining whether Tenant is entitled to an abatement immediately cancel this Lease, and upon such cancellation neither party shall have any further liability to the other hereunder accruing after the effective date 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 equipmenttermination.

Interruption of Services. Tenant agrees Landlord does not warrant that the services provided for in this Section 7 will be free from any irregularity or stoppage. Landlord shall not be liable in damageswill use due diligence to resume the service upon any irregularity or stoppage; provided, by however, no irregularity or stoppage of any of these services will create any liability for Landlord, constitute an eviction, actual or constructive, of Tenant, or 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 ; provided, however, that the foregoingforegoing notwithstanding, if in the Premisesevent Tenant is deprived of elevator, water, electricity or HVAC service for a period exceeding seven (7) consecutive days, and as a result thereof Tenant is unable to and does not in fact conduct a material portion of the Premises, is made untenantable (that is, Tenant cannot conduct its business in such portion) from the Premises 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”)any portion thereof, then Tenant, as its sole remedy, from and after such seventh (7th) day Tenant shall be entitled to receive an abatement of abat▇ ▇▇▇ Rent payable obligations hereunder during as to the period beginning on Premises or the sixth portion thereof which is not usable (61 and not used) consecutive business day of until such time as the Controlled Service Failure and ending on the day the elevator, water, electrical or HVAC service has been (as applicable) is restored. If Tenant is deprived to any material extent of elevator, water, electricity or HVAC service for a period exceeding seven (7) consecutive days, and Tenant continues to conduct its business from the entire Premises has not been rendered untenantable or inaccessible by such a Controlled Service Failure, but the amount of abatement that Tenant is entitled to receive by reason conduct of such a Controlled Service Failure business is materially and adversely affected by the lack of such service or services, then Tenant 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 equitable abatement of a portion of its Rent under this Section 8.03 obligations hereunder from and after such seventh (in such event 7th) day until the provisions of Section 13.01 shall govern Tenant’s rights). In no event shall Landlord be liable to Tenant for any loss or damageapplicable service is restored, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipment.based on a reasonable

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 ▇▇▇▇▇ 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 ▇▇▇▇▇, 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 Except as provided in Article 10 with respect to a casualty or Article 11 with respect to a taking by power of eminent domain, in the event of any interruption or failure of utility service or other service required to be furnished by Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure pursuant to furnish or delay in furnishing any servicethis Article 5, or for any diminution in occurrence which poses a legitimate threat to the quality health 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 safety 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 persons occupying the Premises or relieve Tenant from paying Rent otherwise renders the Premises untenantable, the following provisions shall be applicable: (a) in the event that such interruption, failure or performing any occurrence continues for a period of its obligations under this Lease. Notwithstanding the foregoingin excess of five consecutive business days, if the Premises, or a material portion of the PremisesPremises is rendered untenantable as a result of such interruption, failure or occurrence, and the repair of the cause of such interruption, failure or occurrence is made a matter within Landlord's reasonable control, then, as Tenant's sole remedy at law or in equity in connection therewith, Tenant's obligation to pay Rent shall be equitably abated during the period of such interruption, failure or occurrence; (b) in the event that such interruption, failure or occurrence continues for a period of in excess of fifteen consecutive business days and a material portion of the Premises is rendered untenantable as a result of such interruption, failure or occurrence, regardless of whether the repair of the cause of such interruption, failure or occurrence is a matter within Landlord's reasonable control, Tenant's obligation to pay Rent shall, as Tenant's sole remedy at law or in equity in connection therewith, be equitably abated during the period of such failure or interruption; and (c) in the event that issuch interruption, Tenant cannot conduct its business in such portion) failure or inaccessible occurrence continues for a period in excess of five (5) ninety consecutive business days and 50% or more of the Premises is rendered untenantable as a result of such interruption, failure or occurrence, regardless of whether the Service Failure that has been caused by Landlord’s act or omission with respect to matters repair of the cause of such interruption is a matter within Landlord’s control 's reasonable control, Tenant may, as Tenant's sole remedy at law or in equity in connection therewith (“Controlled Service Failure”other than the abatement provided in (a) or (b) above, as applicable), then Tenant, as its sole remedy, shall be entitled elect to receive an abatement of Rent payable hereunder during terminate this Lease by giving written notice to Landlord at any time 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 restoration of such a Controlled Service Failure shall be prorated based upon the percentage services or cure 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 equipmentoccurrence.

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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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. Subject to Section 10.3 hereof, Landlord, from time to time, shall have the right to interrupt or curtail the level of service provided by the Building Systems to the extent reasonably necessary to accommodate the performance of repairs, additions, alterations, replacements or improvements that in Landlord's reasonable judgment are desirable or necessary. Landlord shall give Tenant agrees reasonable advance notice of any such interruption or curtailment (to the extent that Landlord shall does not be liable in damagesneed to arrange for such interruption or curtailment to manage an emergency) and schedule any such interruption or curtailment at times that minimize, by abatement to the extent reasonably practicable, the effect of Rent such interruption or otherwise, for failure curtailment on Tenant's ability to furnish or delay in furnishing any service, or for any diminution conduct its business in the quality Premises during Tenant's ordinary business hours. If such interruption or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, curtailment of the level of service 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 any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution Systems (any such event, a “Service Failure”i) shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve denies Tenant from paying Rent having reasonable access to the Premises, (ii) threatens the health or performing safety of any occupant 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 iii) materially interferes with Tenant's ability to conduct its business in the Premises during Tenant's ordinary business hours, then Landlord shall employ contractors or labor at overtime or premium pay rates to the extent reasonably necessary. Landlord, at Tenant's request, shall also schedule any such portion) interruption or inaccessible for a period curtailment, to the extent reasonably practicable, using contractors or labor at overtime or premium pay rates, in which case Tenant shall pay to Landlord, as additional rent, an amount equal to the excess of five (5x) consecutive business days as a result of the Service Failure Out-of-Pocket Costs that has been caused by Landlord’s act Landlord incurs in so scheduling such interruption or omission with respect to matters within Landlord’s control curtailment (“Controlled Service Failure”using contractors or labor at overtime or premium pay rates), then Tenantover (y) the Out-of-Pocket Costs that Landlord would have incurred in scheduling such interruption or curtailment without using contractors or labor at overtime or premium pay rates, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during within thirty (30) days after 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 date 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 gives to Tenant an invoice therefor together with reasonable supporting documentation for any loss the charges set forth therein (it being understood that if more than one tenant requests that Landlord conduct such Work Access using contractors or damagelabor at overtime or premium pay rates, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentthen Landlord shall allocate such costs among such tenants equitably).

Interruption of Services. Tenant agrees that Landlord shall not be in default hereunder or be liable in damagesfor any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated except as expressly provided herein, by abatement reason of Rent (i) the installation, use or otherwise, for interruption of use of any equipment in connection with the foregoing utilities and services; (ii) failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, services to be provided by Landlord when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, caused 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 partiesForce Majeure Delays, or by any other cause beyond Landlord’s reasonable control; and such failures the making of repairs or delays or diminution (any such event, a “Service Failure”) shall never be deemed improvements to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant to the Buildings; or (iii) the limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or the Buildings. In the event of such an interruption, failure or delay, the rent herein reserved shall be abated as and to the extent (and only as and to the extent) that proceeds 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 rental interruption insurance are available to matters within Landlord’s control (“Controlled Service Failure”)fully reimburse Landlord for such abatement. Furthermore, then Tenant, as its sole remedy, Landlord shall be entitled to receive an abatement cooperate voluntarily in a reasonable manner with the efforts of Rent payable hereunder during national, state or local governmental agencies or utilities suppliers in reducing energy or other resources consumption provided that no material adverse impact on Tenant’s operations at the Premises results therefrom. Notwithstanding the above, in the event that (i) Tenant is not then performing Landlord’s repair and maintenance obligations pursuant to Section 7(c), (ii) such restoration of such utilities is within Landlord’s control, (iii) such interruption has continued for more than three (3) Business Days, and (iv) Landlord has not commenced to diligently prosecute the restoration of said utilities within three (3) Business Days, then Tenant shall have the right to make the necessary repairs to the Project to restore said utilities. In the event that Tenant undertakes any emergency repairs of utilities, then for a period beginning on of twenty (20) days thereafter, Landlord and Tenant shall attempt to resolve any dispute about which party should be responsible for the sixth (61 ) consecutive business day of the Controlled Service Failure and ending on the day the service has been restoredcost thereof. If the entire Premises has not been rendered untenantable or inaccessible parties are unable to resolve any such dispute within such twenty (20) day period, then the dispute shall be resolved by arbitration pursuant to Section 37. In the event that Tenant prevails in such a Controlled Service Failurearbitration and it is determined that Landlord shall be responsible for said costs, then Tenant shall be allowed to offset said cost against Base Rent, but in no event shall 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 offset during any month exceed five percent (5%) of the Premises rendered untenantable or inaccessible and not used by TenantBase Rent due for such month. Notwithstanding the foregoingabove, business days during which in the Premises or a material portion thereof are untenantable or inaccessible, or during which all or nearly all event that an interruption of utilities (the Premises are unusable, by reason correction of a Service Failure which arises from a fire or other casualty such which is covered within Landlord’s control) is (i) during the last year of the Term and (ii) continues for more than ninety (90) days, then Tenant shall have the right to terminate this Lease by delivering to Landlord written notice of its election to so terminate within ten (10) days of the provisions passing 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 the ninety (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 equipment90) day period.

Interruption of Services. Tenant agrees that Neither Landlord nor Landlord’s beneficiary (if applicable), nor any company, firm or individual operating, maintaining, managing or supervising the plant or facilities furnishing any of the services described in the paragraph immediately preceding, nor any of their respective directors, officers, shareholders, agents or employees shall not be liable in to Tenant, or any of Tenant’s employees, agents, customers, or invitees or anyone claiming through or under Tenant, for any damages, by abatement injuries, losses, expenses, claims or causes of Rent action, because of any interruption or otherwise, for failure to furnish or delay in furnishing discontinuance at any service, or time for any diminution reason in the quality furnishing of any of the services described in the paragraph immediately preceding; nor shall any interruption 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 discontinuance be deemed to constitute an eviction or disturbance of Tenant’s use and or possession of the Premises or any part thereof; nor shall any such interruption or discontinuance relieve Tenant from paying Rent or performing any full performance of its Tenant’s obligations under this Lease. Notwithstanding the foregoing, if any interruption or discontinuance of such services renders the Premises, or a material portion of the Premises, is made Premises untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible for a period in excess of more than five (5) consecutive business days as a result of (the Service Failure that has been “Eligibility Period”) and such interruption or discontinuance is not caused by Landlord’s fire or casualty or the act or omission with respect to matters within Landlord’s control (“Controlled Service Failure”), then of Tenant, as its sole remedyemployees or agents, 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 not using the untenantable portion, Rent shall ▇▇▇▇▇ on a per diem basis proportionately to receive by reason of such a Controlled Service Failure shall be prorated based upon the percentage portion of the Premises rendered untenantable and unused by Tenant from the sixth such day until said portion of the Premises is again rendered tenantable or inaccessible and not is used by Tenant. Notwithstanding To the foregoingextent rental loss insurance carried by Landlord, business days during the premiums for which the Premises or a material portion thereof are untenantable or inaccessibleincluded in Operating Expenses, 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 covers rent loss for any loss or damageportion of the Eligibility Period, including the theft Eligibility Period shall be reduced to the extent of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentsuch coverage.

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 ▇▇▇▇▇ 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. 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 7.1, 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 ▇▇▇▇▇ or suspend Tenant’s obligation to pay Base Rent and additional rent required under this Lease or constitute or be construed as a “Service Failure”) shall never be deemed to constitute an constructive or other eviction or disturbance of Tenant; provided however, that to the extent Landlord receives insurance proceeds under any service or business interruption policy, then Tenant shall have abatement of any associated Operating Expenses. Further, in the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction of automobile or other emissions, or the provision of any other utility or service, Landlord may take any reasonably appropriate action to comply with such law, ordinance, rule, regulation, mandatory control or voluntary guideline and Tenant’s use and possession obligations hereunder shall not be affected by any such action of Landlord. Notwithstanding anything to the contrary contained herein, Tenant hereby waives the provisions of Section 1932(1) of the Premises California Civil Code or relieve Tenant from paying Rent any other applicable existing or performing any future law, ordinance or governmental regulation permitting the termination of its obligations under this LeaseLease due to such failure or interruption. Notwithstanding the foregoingforegoing or any other provision of this Lease to the contrary, if in the Premisesevent that any utility, communication or a material portion of the Premises, other building service is made untenantable (that is, Tenant cannot conduct its business in such portion) or inaccessible interrupted for a period in excess of more than five (5) consecutive business days, or for more than ten (10) business days in a single month whether or not consecutive, as a result of the Service Failure that has been Landlord’s or its agents, contractors or employees active negligence or Landlord’s breach of Landlord’s obligations under this Lease (as distinct from a failure of such utility or service which is area wide, a Force Majeure event or which occurred and was not caused by Landlord’s act or omission with respect to matters within its agents’, employees’ or contractors’ active negligence or breach of Landlord’s control (“Controlled Service Failure”obligations hereunder), then Tenantand in such event, as its sole remedy, Tenant shall be entitled to receive an abatement of Rent payable hereunder during until such service(s) are restored; provided however that if and 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 extent 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 failure is covered by the provisions of ARTICLE 13 rent interruption insurance, Landlord shall in no event be considered in determining whether process such claim and shall provide 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 benefit of any security services, personnel or equipmentsuch payments from the date received.

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 ▇▇▇▇▇ 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 In the event of an interruption in, or failure or inability to provide electricity, water, sanitary sewer or gas to the Premises (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 for 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 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 (11th) Business Day following the Service Failure and continue until Tenant is no longer so prevented from using such portion of the Premises; or (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. (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 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, 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 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. 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 that Landlord neither Landlord, nor any of Landlord’s constituent members, nor any of their respective beneficiaries, 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 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 in whole or in part, actual or constructive, nor entitle Tenant to any claim for set-off, abatement (that is, Tenant cannot conduct its business except as hereinafter provided in such portionthis Section 8(f)) or inaccessible reduction of Rent, nor render Landlord liable for damages, nor relieve Tenant from the performance of or affect any of Tenant’s obligations under this lease. Notwithstanding anything to the contrary contained in this Section 5.E., if: (i) Landlord ceases to furnish any service in the Building for a period in excess of five (5) consecutive business days after Tenant notifies Landlord of such cessation; (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 of Tenant or its agents, employees or invitees; (iii) such cessation is not caused by a fire or other casualty (in which case Section 17 shall control); (iv) the restoration of such service is reasonably within the control of Landlord; and (v) as a result of such cessation, the Premises, or a material portion thereof, is rendered untenantable and Tenant in fact ceases to matters within Landlord’s control (“Controlled Service Failure”)use the Premises, or a material portion thereof, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Base Rent and Additional 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 restored. 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 equipment.

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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 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, which shall be made as promptly and diligently as commercially reasonable. Except as expressly provided in this Section 6.03, 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, or a material portion event that (i) an interruption of utility service to the Premises, Leased 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 due to Landlord’s act negligence or omission with respect to matters intentional wrongful acts and (ii) the restoration of such utility service is entirely within Landlord’s control and (“Controlled Service Failure”)iii) such interruption renders all or a portion of the Leased Premises untenantable (meaning that Tenant is unable to use, then Tenantand does not use, as such space in the normal course of its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during business for the period beginning on the sixth Permitted Use) for more than three (61 3) consecutive business day of the Controlled Service Failure and ending on the day the service has been restoreddays, then Tenant shall promptly notify Landlord in writing that Tenant intends to a▇▇▇▇ rent. If the entire Premises service has not been rendered untenantable or inaccessible by such a Controlled Service Failure, restored prior to the amount of abatement that Tenant is entitled to receive by reason expiration of such a Controlled Service Failure three (3) consecutive business days, then Minimum Annual Rent shall be prorated based upon a▇▇▇▇ proportionately with respect to the percentage portion of the Leased Premises rendered untenantable or inaccessible and not used by Tenanton a per diem basis for each day after such three (3) consecutive business-day period during which such portion of the Leased Premises remains untenantable. Notwithstanding the foregoing, no restoration of services shall be deemed to have occurred unless the restored services are continuously operational for three (3) consecutive business days during which the Premises or a material portion thereof are untenantable or inaccessibledays. Such abatement shall be Tenant’s sole remedy for Landlord’s failure to restore service as set forth above, 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 and Tenant shall in no event not be considered in determining whether Tenant is entitled to an abatement of Rent under this Section 8.03 damages (in such event the provisions of Section 13.01 shall govern Tenant’s rightsconsequential or otherwise). In no event shall Landlord be liable to Tenant , except for any loss or damagesaid abatement, including the theft of Tenant’s property, arising out of or in connection with the failure of any security services, personnel or equipmentas a result thereof.

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 ▇▇▇▇▇ 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 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. 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 ▇▇▇▇▇ 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 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 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 abat▇ ▇▇▇ 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 (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 51.01 If, as a result of a Material Building Services Failure (as hereinafter defined) or a failure by Landlord to perform its Article 4 Obligations, the demised premises or any Portion thereof become Untenantable (as hereinafter defined) and such Untenantability continues for more than seven (7) consecutive business days (which seven (7) consecutive business day period shall be extended up to sixty (60) days for Force Majeure Events), then basic rent, Tax Payments, Operating Expense Payments, Cafeteria Rent, and recurring chilled water and back emergency power charges shall thereafter ▇▇▇▇▇ with respect to the demised premises or the Portion thereof that Landlord shall not be liable in damages, by abatement is rendered Untenantable as a result of Rent such Material Building Services Failure or otherwise, for failure to furnish perform any Article 4 Obligations from the expiration of said seven (7) business day period until the demised premises or delay in furnishing such Portion thereof is no longer Untenantable. Landlord agrees to use reasonable efforts to correct any serviceUntenantability of the demised premises. 51.02 If any period of Untenantability resulting from a Material Building Services Failure, or for any diminution in resulting from a failure by Landlord to perform its Article 4 Obligations affects a Portion of the quality or quantity thereofdemised premises which, when such failure or delay or diminution is occasionedso rendered Untenantable, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability renders Tenant unable 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 portionfifty percent (50%) or inaccessible more of the remainder of the demised premises for a its normal business operations (for example, but not by way of limitation, if the Untenantable areas are the floor(s) on which Tenant’s primary computer equipment and/or data center are located) (such other Portions affected, the “Impacted Areas”), and Tenant shall actually not be occupying the Portions that are Untenantable and the Impacted Areas, and such period in excess of five vacancy continues for more than two hundred seventy (5270) consecutive business days (subject to extensions of up to sixty (60) days in the aggregate for Force Majeure Events), then Tenant shall have the right (during the period such Untenantability persists and the Impacted Areas are so affected beyond the foregoing two hundred seventy (270) consecutive day period (subject to extension for Force Majeure Events as a result provided above)), to terminate this Lease in its entirety, which termination shall be effective thirty (30) days following delivery of the Service Failure that has been caused by Landlord’s act or omission such notice. 51.03 For purposes of Articles 8, 9 and 51 hereof, “Untenantable” and “Untenantability” means with respect to matters within Landlord’s control the demised premises (“Controlled Service Failure”or any Portion thereof), then Tenant, as its sole remedy, that Tenant shall be entitled unable to receive an abatement of Rent payable hereunder during use the period beginning on demised premises or such Portion for 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 conduct of Tenant’s propertybusiness in the manner in which such business is ordinarily conducted in the demised premises or such Portion thereof, arising out of and Tenant in fact is not occupying the demised premises or in connection with the failure of any security services, personnel or equipmentsuch Portion thereof.

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 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 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; provided, if the Premiseshowever, or that if, as a material portion result of the Premisesnegligence or willful misconduct of Landlord or its agents, there is made untenantable (that is, Tenant cannot conduct an interruption or discontinuance in the furnishing of any of said services which directly results in Tenant's inability to operate its business in such portion) or inaccessible at the Premises for a period in excess of five three (53) consecutive days after Tenant notifies Landlord of such inability, Tenant's Rent obligations under this Lease shall abat▇ ▇▇▇m the end of such period until the earlier to occur of (i) the date on which said services are restored or (ii) the date on which Tenant resumes the operation of its business days in the Premises; and provided further that if, as a result of the Service Failure that has been caused by Landlord’s act negligence or omission with respect to matters within Landlord’s control (“Controlled Service Failure”)willful misconduct of Landlord or its agents, then Tenant, as its sole remedy, shall be entitled to receive there is an abatement of Rent payable hereunder during interruption or discontinuance in 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 furnishing of any security services, personnel or equipment.of said services which directly results in Tenant's inability to operate its

Interruption of Services. Tenant agrees that Landlord shall not be liable have the right to cause an interruption in damages, by abatement of Rent or otherwise, for failure services and/or utilities provided to furnish or delay in furnishing any service, or for any diminution the Building only in the quality or quantity thereof, when event that such failure or delay or diminution interruption is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability reasonably necessary for Landlord 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 the terms of this Lease. Notwithstanding the foregoing, if the Premises, or a material portion of the Premises, is made untenantable and provided that (that is, i) Landlord give Tenant cannot conduct its business in such portionat least forty eight (48) 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 hours' prior written notice of such a Controlled Service Failure interruption, (ii) Tenant shall be prorated based upon have the percentage right to prescribe the time of the Premises rendered untenantable or inaccessible and not used by Tenant. Notwithstanding the foregoing, business days day during which the Premises or a material portion thereof are untenantable or inaccessibleLandlord may cause such interruption, 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 (iii) such interruption shall in no event be considered in determining whether Tenant is entitled to an abatement continue for more than twelve (12) consecutive hours, and (iv) Landlord shall not unreasonably interfere with Tenant's use and enjoyment of Rent under this Section 8.03 (in such event the provisions Demised Premises or with the conduct of Section 13.01 shall govern Tenant’s rights)'s business. In no event shall Landlord be liable to Tenant for any loss such interruption or damagefailure in the supply of any utilities to the Demised Premises. Despite the foregoing, including in the theft event that (i) as a result of Landlord's negligence or intentional misconduct the services to be provided by Landlord under Section 10(a) of this Lease shall not be furnished for more than five (5) consecutive days, and (ii) Tenant’s property, arising out in its reasonable business judgment, determines that it is unable to use and occupy the Demised Premises (or any part thereof) as a result thereof, then commencing on the sixth (6th) day that such services are not being provided the Base Annual Rent Tenant is obligated to pay hereunder shall ▇▇▇▇▇ with respect to that part of the Demised Premises which Tenant does not use and occupy. Such abatement shall immediately cease on the date that such services are restored. In the event that any such failure to furnish such services is caused by Tenant's acts or in connection with omissions, Tenant shall not be entitled to an abatement of Base Annual Rent. In the event of a failure of Landlord to perform any security servicesrepairs or maintenance required to be performed by Landlord under this Lease [which failure would cause an interruption in essential services being provided to the Demised Premises (i.e., personnel electricity, water, sewer, heating, ventilating and air conditioning)], and if such failure is not cured by Landlord within a reasonable period after Landlord is first given notice of such failure by Tenant, Tenant may deliver to Landlord and to Landlord's lender(s) written notice stating that Tenant intends to perform such repair or equipmentmaintenance. Prior to Tenant undertaking any action to cure or remedy such event or condition, Tenant shall first allow Landlord and Landlord's lender(s) ten (10) business days following receipt by Landlord and Landlord's lender(s) of such written notice to cure or remedy the event or condition specified in Tenant's notice; provided, however, that if such event or condition cannot be cured within the ten (10) day business period, such period shall be extended for a reasonable additional time, so long as Landlord or Landlord's lender(s) commence to cure such event or condition within the ten (10) business day period and proceed diligently thereafter to effect such cure. If Landlord or Landlord's lender(s) fail to cure or remedy such event or condition within such time period, then Tenant may cure or remedy such event or condition and deliver an invoice to Landlord for the reasonable and actual out-of-pocket costs and expenses incurred by Tenant therefor. Landlord shall pay to Tenant the amount of such invoice within thirty (30) days after delivery by Tenant, and the amount of such invoice, when paid by Landlord, shall be included within operating expenses. In the event of an interruption in utility services that are being provided to the Demised Premises, upon Tenant's request, Landlord shall, at Tenant's cost, cooperate with Tenant to attempt to cause such utility company to provide such utility services to the Demised 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, 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.