Common use of Landlord’s Responsibilities Clause in Contracts

Landlord’s Responsibilities. Landlord shall furnish Utilities to the Premises in accordance with Landlord’s current practices and standards for the Property, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and uses, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longer, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after such curtailment, limitation, rationing or restriction commenced.

Landlord’s Responsibilities. (a) During the period from the Effective Date until the applicable Utilities Transition Date, Landlord shall furnish such Utilities to the Premises in accordance with Landlord’s current practices the Utility Plan (provided, however, Tenant agrees that Landlord has no obligation to provide steam services, vacuum line services, chilled water services, telecommunications or data communications services, cable television services, or other Utilities that Landlord does not typically provide to tenants and standards for other users and occupants of the Property), subject to capacity limitations of Landlord's Utility systems and the related infrastructure, and subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws Laws, or due to any event or occurrence beyond Landlord’s 's reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and uses, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss Claim directly or indirectly resulting from, nor shall the rent Rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or SAA2 - 402923 delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability guidelines so long as Utilities Eire made equitably available to perform its operations in the Premises for thirty (30) continuous days or longer, Tenant all users and occupants thereof. Landlord shall have the right right, at its option, to terminate transfer, assign, delegate or otherwise convey its Utilities systems or its obligations to furnish Utilities pursuant to this Lease by delivering written notice section 8.1(a) to Landlord on or before the date which is sixty (60) days after a third party. In such curtailmentevent, limitation, rationing or restriction commencedXxxxxx shall execute such documents as may reasonably be required in connection with such transaction.

Landlord’s Responsibilities. Landlord shall furnish Utilities represents and warrants that except as set forth in any environmental reports made available to Tenant which are listed on Exhibit 27A attached hereto, (a) any handling, transportation, storage, treatment, or use of hazardous or toxic substances or wastes that have occurred on the Premises prior to the Premises Commencement Date have been in accordance with Landlord’s current practices and standards for the Property, subject to temporary shut down for repairs, for security purposes, for compliance with all applicable federal, state and local laws, regulations and ordinances; (b) no leak, spill, release, discharge, emission or disposal of Hazardous Materials has occurred on the Premises while Landlord has been the owner of RiverTech Park; and (c) that as of the date hereof (and later but solely to the extent of and within the areas of any Applicable Laws or due to any event or occurrence beyond work done on the Premises by Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards ), the Premises do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and usescontain any asbestos, and radon gas or PCBs. Landlord makes no representations or warranties covenants to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter comply with all legal requirements with respect to any Hazardous Materials which may be discovered in, on, or under the Premises, unless and to the extent such substances were introduced by Tenant, or any Tenant's Representative. Landlord further covenants to conduct any investigation, removal and/or remediation activities in a manner so as to reasonably minimize any disruption of Tenant's operations on the Premises. Landlord shall indemnify, defend and hold Tenant and all Tenant's Representatives harmless from and against all claims, costs and liabilities, including attorneys' fees arising out Landlord's breach of its obligations under this Section and including for any Hazardous Materials present, in, on, under, through or about any portion of the Premises, Building 154 Premises). Tenant shall pay Landlord 2 or RiverTech Park as Demand Services for all Utilities consumed of the date hereof (and later but solely to the extent of and within the areas of any work done on the Premises as measured by Landlord). Further, Landlord expressly acknowledges that the costs of any such meters and as read by Landlord periodically (charges for sewer service removal of Hazardous Materials shall be calculated at Landlord's sole cost and expense and shall not be included in Basic Operating Costs or otherwise passed on to Tenant as a percentage of water consumed)additional Rent. Landlord agrees to cooperate with Tenant in connection with Tenant filing for and seeking to obtain and/or renew any required flammable materials storage permit including if so required signing the application from and other submission materials and applying for such permit in Landlord's name; provided that (1) Landlord shall not incur any liability with respect thereto Tenant agreeing to indemnify, defend and hold Landlord harmless with respect thereto and (2) all of the foregoing shall be in default under this Lease or be liable at Tenant's sole expense and Tenant shall reimburse Landlord for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred expenses reasonably incurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longer, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after such curtailment, limitation, rationing or restriction commencedLandlord.

Landlord’s Responsibilities. Subject to the provisions of --------------------------- Paragraph 15 below, Landlord shall furnish Utilities to maintain in reasonably good order and repair the structural roof, roof membrane, structural and exterior walls (including painting thereof) and foundations of the Building. In addition, Landlord shall maintain the heating and air conditioning systems of the Premises in accordance a manner comparable to that maintained by other landlords of similar buildings located in Santa Xxxx County or obtain and maintain a service contract with Landlord’s current practices a licensed contractor (covering periodic inspection and standards servicing) for the Property, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices heating and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and uses, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment air conditioning systems of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises)Pre mises. Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longer, Tenant shall have the right to terminate this Lease by delivering give prompt written notice to Landlord on of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. The costs of (i) repairs and maintenance of the roof membrane, (ii) periodic inspection and regular servicing of the heating and air conditioning systems of the Premises, and (iii) painting the exterior of the Premises which are the obligation of Landlord hereunder shall be a Common Area Charge and Tenant shall pay, as Additional Rent, Tenant's share of such costs to Landlord as provided in Paragraph 12 below. The costs of maintenance, repair, and replacement of the structural parts of the Premises and the Building (including foundations, floor slab, load bearing walls and roof structure) which are the obligation of Landlord hereunder shall be at the cost and expense of Landlord and shall not be a Common Area Charge, except for any repairs required because of the wrongful act of Tenant or before Tenant's agents, which repairs shall be made at the expense of Tenant and as Additional Rent. Anything in this Lease to the contrary notwithstanding, in the event the heating, ventilation and air conditioning covering the Premises, or applicable portion thereof, needs to be replaced during the term of this Lease as reasonably determined by Landlord (and such replacement cost is a capital expenditure), then such replacement cost shall be amortized at ten percent (10%) over the useful life of the of the replaced item, and paid monthly by Tenant from the date which is sixty (60) days after such curtailment, limitation, rationing of installation or restriction commencedreplacement through Lease Termination.

Landlord’s Responsibilities. As of the Commencement Date, the Premises and the Building shall comply in all material respects with Governmental Requirements (as interpreted by applicable governmental or quasi-governmental authorities as of the Commencement Date), without regard to any specific use of the Premises by Tenant. If Landlord or Tenant receives written notice from any governmental or quasi-governmental authority that any portion of the Premises or the Building violated Governmental Requirements as of the Commencement Date, Landlord shall furnish Utilities not be liable to Tenant for any damages, but Landlord, at no cost to Tenant, shall, as Tenant’s sole remedy, perform such work or take such other action as may be necessary to cure such violation, but only to the Premises in accordance with Landlord’s current practices and standards for the Property, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees extent that Landlord’s practices failure to perform such work or take such other action would prohibit the issuance of a certificate of occupancy for the Premises or would otherwise materially and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and uses, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for adversely affect Tenant’s use, use or occupancy or enjoyment of the Premises Premises. Notwithstanding the foregoing, (i) Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, Tenantthe right to apply for and obtain a variance or waiver or deferment of compliance, the right to assert any and all defenses allowed by law, the right to rely upon a grandfathered right in order to achieve compliance with Governmental Requirements, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law, and Landlord’s needs, If obligation to perform work or take such other action to cure a violation under this Section 7.1(a) shall apply after the exhaustion of any for additional and all rights to appeal or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service contest; and water service (following Tenant’s installation ii) issuance of a water meter temporary or final certificate of occupancy with respect to the Building 154 Premises). Tenant shall pay Landlord as Demand Services Improvements (or if such certificates are not customarily issued for all Utilities consumed such work by the local governmental authority, then the final inspection and sign-off on the Premises as measured job card for such work by such meters and as read by Landlord periodically (charges for sewer service the building inspectors(s)), shall be calculated as a percentage conclusively establish the compliance of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or and the Property, whether such results from mandatory restrictions or voluntary compliance Building with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longer, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after such curtailment, limitation, rationing or restriction commencedGovernmental Requirements.

Landlord’s Responsibilities. Subject to the provisions of Paragraph 15 below, Landlord shall furnish Utilities maintain in reasonably good order and repair the structural roof, structural and exterior walls (including painting thereof) and foundations of the Building and the entire Common Area. In addition, Landlord may elect at any time at its option while Tenant is in default of its obligations to maintain and repair same or as otherwise expressly provided in Paragraph 10.2 below, to repair and maintain the heating, ventilation and air conditioning systems of the Premises. Tenant shall give prompt written notice to Landlord of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. Except as expressly provided in Paragraph 2.3 and Exhibit C, the costs of (i) painting the exterior of the Premises which are the obligation of Landlord hereunder, (ii) repair and maintenance of the heating, ventilation and air conditioning systems, if Landlord elects to repair and maintain the same, and (iii) repair, maintenance and replacement, if necessary, of the Common Area shall be a Common Area Charge and Tenant shall pay, as Additional Rent, Tenant’s share of such costs to Landlord as provided in accordance with LandlordParagraph 12 below. If Landlord fails to perform its maintenance obligations hereunder, such failure materially and adversely affects Tenant’s current practices and standards for operations within, or access to, the Property, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and usesPremises, and Landlord makes no representations or warranties fails to cure the same within a reasonable period of time, then Tenant regarding the adequacy or fitness may perform such obligations on Landlord’s behalf and shall be entitled to prompt reimbursement by Landlord of any Utilities for Landlord’s proportionate share, if any, of Tenant’s useactual, occupancy reasonable costs in taking such action (it being understood and agreed, however, that if Tenant cures Landlord’s maintenance or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter repair responsibilities with respect to the Building 154 Premises). Common Area or Landlord’s repair or maintenance responsibility with respect to the heating, ventilation and air conditioning systems, Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed entitled to have occurred by reason of, any interruption claim reimbursement from Landlord of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations percentage share of such costs or charges incurred by Tenant in the Premises for effecting such cure (as defined in Paragraph 1.10 of this Lease). Within thirty (30) continuous days or longerafter receipt of a reasonably particularized invoice from Tenant of such costs, Landlord shall reimburse Tenant for Landlord’s proportionate share, if any, of the amount set forth in such invoice to be reimbursed by Landlord. If Landlord fails to reimburse Tenant within thirty (30) days of such invoice, then, as Tenant’s sole remedy, Tenant shall have may bring an action against Landlord to recover such amount owed by Landlord to Tenant plus interest thereon at the right maximum rate permitted by law until such amount owing by Landlord to terminate this Lease by delivering written notice to Landlord on or before the date which Tenant is sixty (60) days after such curtailment, limitation, rationing or restriction commencedpaid in full.

Landlord’s Responsibilities. Subject to the provisions of Paragraph 15 below, Landlord shall furnish Utilities maintain, or cause to be maintained, in good order and repair, commensurate with the maintenance provided by reasonably prudent owners of comparable space in Class A office buildings in the North San Xxxx submarket (“Comparable Buildings”) and replace, if necessary, except as provided below, (i) the Building Structure and roof membrane, (ii) the pipes and conduits stubbed to the Premises in accordance with Landlord’s current practices and standards for point of entry to the PropertyBuilding, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and uses, and Landlord makes no representations or warranties to Tenant regarding (iii) the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises Building Systems (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the plumbing and electrical systems, to the point where the Building 154 plumbing system ties into any plumbing located in the Premises and to the point of connection with the circuit breakers for the Premises)) and elevators serving the Building, (iv) all Common Areas, including Exterior Common Area, and (v) all measures described in the Closure/Post-Closure Land Use Plan, dated February 19, 2015 and listed under Exhibit H. Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Paragraph 10.1 shall limit Landlord’s right to reimbursement from Tenant for maintenance, repair costs and replacement costs as provided elsewhere in this Lease. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands that it shall not make repairs at Landlord’s expense. Tenant shall pay give prompt written notice to Landlord of any known maintenance work required to be made by Landlord pursuant to this Paragraph 10.1. Tenant’s failure to provide such notice shall not limit or modify Landlord’s obligations of maintenance, repair or replacement, as Demand Services for all Utilities consumed the case may be. The costs incurred by Landlord pursuant to the provisions of this Paragraph 10.1 shall be Operating Expenses (to the extent not excluded under Paragraph 12.1 below and shall be passed through to Tenant pursuant to the provisions of Paragraph 12 below as to Tenant’s applicable share thereof. To the extent any of such costs incurred by Landlord pursuant to the provisions of this Paragraph 10.1 are capital costs, the same shall be amortized at the lesser of (x) the annual rate of interest charged on the Premises as measured by such meters and as read loan obtained by Landlord periodically to finance such improvement (charges for sewer service or if Landlord does not obtain a loan to finance such improvement, then at two (2) percent above the prime rate or reference rate published in the Wall Street Journal (or if such rate is not published in the Wall Street Journal, then the prime rate or reference rate established by a national bank selected by Landlord), or (y) the maximum rate permitted by law, over the useful life of the repair or item as reasonably determined by Landlord in accordance with sound accounting principles, and such amortization shall be calculated as a percentage included in Operating Expenses from the date of water consumed). Landlord shall not be in default under this installation or repair through the earlier of the expiration of the useful life of the capital item and the Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelinesTermination; provided, however, that in if repair or replacement of the event Building Structure and/or roof membrane, any such curtailmentof the Building Systems, BE 543 154 EUL Final 120511 SAA2 – 402658 limitationor elevators, rationing as applicable, or restriction materially interferes with Tenant’s ability to perform its operations in any part thereof, is caused by (a) any breach of any obligation under this Lease by Tenant or any of the Tenant Related Parties under this Lease, or (b) any misuse of the Premises for or Building by, or negligence or willful misconduct of, Tenant or any of the Tenant Related Parties, then Tenant shall reimburse or pay to Landlord, within thirty (30) continuous days or longer, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after receipt of a statement or invoice and reasonable back up documentation of such curtailmentcosts, limitationfor one hundred percent (100%) of the actual and reasonable costs paid or incurred by Landlord to repair or replace the same less any insurance proceeds received by Landlord allocable to the Building Structure, rationing roof membrane, Building Systems, or restriction commencedelevators, as the case may be.

Landlord’s Responsibilities. (a) During the period from the Effective Date until the applicable Utilities Transition Date, Landlord shall furnish such Utilities to the Premises in accordance with Landlord’s current practices the Utility Plan (provided, however, Tenant agrees that Landlord has no obligation to provide steam services, vacuum line services, chilled water services, telecommunications or data communications services, cable television services, or other Utilities that Landlord does not typically provide to tenants and standards for other users and occupants of the Property), subject to capacity limitations of Landlord's Utility systems and the related infrastructure, and subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws Laws, or due to any event or occurrence beyond Landlord’s 's reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and uses, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss Claim directly or indirectly resulting from, nor shall the rent Rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or SAA2 - 402923 delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; providedguidelines so long as Utilities Eire made equitably available to all users and occupants thereof. Landlord shall have the right, howeverat its option, that in the event any to transfer, assign, delegate or otherwise convey its Utilities systems or its obligations to furnish Utilities pursuant to this section 8.1(a) to a third party. In such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longerevent, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after execute such curtailment, limitation, rationing or restriction commenceddocuments as may reasonably be required in connection with such transaction.

Landlord’s Responsibilities. Subject to the provisions of Article 7, Landlord shall furnish Utilities maintain the Building and the Project in good condition and repair at least equivalent to that maintained in similar buildings in the Premises in accordance with Landlord’s current practices and standards for the PropertyCentral Phoenix Business District, subject to temporary shut down for repairsincluding plate glass, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and usesdoors, and Landlord makes no representations all heating, air conditioning, ventilation, electrical and plumbing systems (excluding those installed by Tenant or warranties to Tenant regarding exclusively serving the adequacy or fitness of any Utilities for Tenant’s usePremises, occupancy or enjoyment of as contemplated hereunder), the Premises (common facilities, including, without limitation, Tenant’s needsthe parking area, If any for additional the roof and structural elements of the Premises, and all utility lines below grade or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that in the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed)common facilities. Landlord shall not be in default under this Lease responsible to make any non-routine repairs or be liable perform any non-routine maintenance unless written notice of the need for any such repairs or maintenance is given by Tenant. In the event Tenant or Tenant Parties misuse or intentionally or negligently damage the Premises, the improvements contained therein, or loss directly the Project, Tenant shall reimburse Landlord for the cost of repair or indirectly resulting frommaintenance related to the misuse or damage, nor plus a ten percent (10%) administrative fee for such work, within ten (10) business days after written request therefor, accompanied by evidence reasonably supporting such costs. Landlord shall use commercially reasonable efforts to make available to the rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of Premises water, electricity, natural gas gas, sewer services, and elevator service of a quantity and quality at least equivalent to such services provided in comparable or similar buildings in the Central Phoenix Business District. Except as provided in this Lease, there shall be no abatement of rent and no liability of Landlord by reason of any resource entry to the Premises, interruption of services or form facilities, temporary closure of energy common facilities, or other service serving temporary interference with Tenant's business arising from the Premises making of any repairs or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelinesmaintenance; provided, however, that in Tenant shall at all times have unrestricted access to the event Premises, and Landlord shall use reasonable efforts to provide at least one elevator operational at all times, and Landlord shall use reasonable efforts to minimize any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing disturbance or restriction materially interferes interference with Tenant’s ability 's ordinary business operations. Notwithstanding anything to perform its operations the contrary in this Section 9.1 (but subject to Section 9.4 below), if Tenant's utilities are interrupted in the Premises for thirty (30) continuous days or longera period of more than three days, Tenant Base Rent and Operating Costs shall have the right xxxxx for such a period of time, retroactive to terminate this Lease by delivering written notice to Landlord on or before the date which of utility interruption, that Tenant is sixty (60) days after unable to conduct its ordinary business operations in the Premises. So long as Landlord complies with the terms of this Article 9, rent abatement shall be Tenant's sole remedy for such curtailment, limitation, rationing or restriction commencedinterruption.

Landlord’s Responsibilities. (a) During the Term, Landlord shall may furnish Utilities to the Premises reasonably requested by Tenant, in accordance with Landlord’s then current practices and standards for the PropertyPremises and Property (provided, however, Tenant agrees that Landlord has no obligation to provide steam services, vacuum line services, chilled water services, telecommunications or data communications services, cable television services, or other Utilities that Landlord does not typically provide to tenants and other users and occupants of the NRP South Campus), subject to capacity limitations of Landlord’s Utility systems and the related infrastructure, and subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws Laws, or due to any event or occurrence beyond Landlord’s reasonable control. If Tenant agrees that requires Utility capacity exceeding the existing capacity of Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and usesUtility systems, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). then Tenant shall pay Landlord as Demand Services for bear all Utilities consumed on costs and expenses to provide the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed)additional Utility capacity. Landlord shall not be in default under this Lease or be liable for any damage or loss Claim directly or indirectly resulting from, nor shall the rent Rent be abated or nor shall a constructive or other eviction be deemed to have occurred by reason of, (i) any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or (ii) any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether if such results from mandatory restrictions or voluntary compliance with guidelines; provided, howeverso long as Utilities are made equitably available to all users and occupants of the Property and the Premises. Landlord may transfer, assign, delegate or otherwise convey to a third party its Utilities systems and/or its obligations to furnish Utilities pursuant to this Section 9.1(a), provided that such transaction shall not result in a diminished capacity to serve the Premises. In the event any of such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longera transaction, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after execute such curtailment, limitation, rationing or restriction commenceddocuments as may reasonably be required in connection with such transaction.

Landlord’s Responsibilities. Except as may be otherwise expressly provided in the Pre-Occupancy Agreement or this Lease, Landlord shall furnish Utilities have no obligation to provide any services to, or in connection with, the Premises, or any responsibility for the management, operation, repair, maintenance or replacement of capital improvements with respect to the Premises Premises. Anything in accordance with this Lease to the contrary notwithstanding, Landlord shall make, or cause to be made, all maintenance, repairs and/or replacements to the “structural components” (as hereinafter defined) of the Facility; and any repairs or replacements otherwise required to be made by Tenant pursuant to Section 7.1 above, but which arise as a result of any act or omission of Landlord Related Parties (including, without limitation, Landlord’s current practices failure to perform ordinary, routine or scheduled maintenance obligations with respect to the roof required pursuant to this Section 7.2, or such other ordinary, routine or scheduled maintenance obligations as may be required by the terms and standards provisions of any applicable Guarantee pertaining to or covering an item for the Property, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws or due to any event or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and useswhich Landlord is responsible hereunder, and any costs that would have been covered under any such Guarantee but for any Landlord makes no representations Related Parties’ act or warranties omission that negated any such Guarantee). For purposes of this Lease, the phrase “structural components” shall mean the roof (up to Tenant regarding the adequacy or fitness mechanical equipment curbs), foundation, concrete floors and structural supports of the Facility. The cost of any Utilities for Tenant’s usesuch maintenance, occupancy repairs and/or replacements to structural components shall be the sole responsibility of Landlord, except to the extent such costs arise as a result of any act or enjoyment omission of the Premises Tenant Related Parties (including, without limitation, Tenant’s needsfailure to perform ordinary, If routine and/or scheduled maintenance obligations required pursuant to Section 7.1 hereof, or as may be required by the terms and provisions of any applicable Guarantee pertaining to or covering an item for additional which Tenant is responsible under Section 7.1 above, and any costs that would have been covered under any such applicable Guarantee but for any Tenant Related Parties’ act or unique heatingomission that negated any such Guarantee), ventilationin which event, air conditioning, electricity the cost of such repair or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). Tenant shall pay Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service replacement shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred paid by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for Tenant within thirty (30) continuous days after Landlord bills Tenant therefor. In addition to any other rights reserved to Landlord pursuant to the terms of this Lease, Landlord reserves the right at any reasonable time during the Term upon not less than three (3) business days prior written notice to Tenant (except in the event of an emergency) to have the roof inspected by an experienced roofing consultant or longercontractor as may be recommended by the roof manufacturer or roof Guarantee (or designated by Landlord in the absence of any such recommendation). Landlord reserves the right, Tenant upon not less than ten (10) days’ prior written notice to Tenant, to enter into a maintenance contract with an experienced roofing contractor reasonably acceptable to Landlord who shall perform such maintenance and care on behalf of Landlord, and shall have the right to terminate this enter upon the Premises at such time or times each Lease by delivering written notice Year as are reasonably necessary or appropriate to Landlord on or before do so, subject to the date which is sixty (60) days after such curtailment, limitation, rationing or restriction commencednotification and other requirements set forth herein.

Landlord’s Responsibilities. (a) During the Term, Landlord shall may furnish Utilities to the Premises reasonably requested by Xxxxxx, in accordance with Landlord’s then current practices and standards for the PropertyPremises and Property (provided, however, Tenant agrees that Landlord has no obligation to provide steam services, vacuum line services, chilled water services, telecommunications or data communications services, cable television services, or other Utilities that Landlord does not typically provide to tenants and other users and occupants of the NRP South Campus), subject to capacity limitations of Landlord’s Utility systems and the related infrastructure, and subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws Laws, or due to any event or occurrence beyond Landlord’s reasonable control. If Tenant agrees that requires Utility capacity exceeding the existing capacity of Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and usesUtility systems, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect to the Building 154 Premises). then Tenant shall pay Landlord as Demand Services for bear all Utilities consumed on costs and expenses to provide the Premises as measured by such meters and as read by Landlord periodically (charges for sewer service shall be calculated as a percentage of water consumed)additional Utility capacity. Landlord shall not be in default under this Lease or be liable for any damage or loss Claim directly or indirectly resulting from, nor shall the rent Rent be abated or nor shall a constructive or other eviction be deemed to have occurred by reason of, (i) any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or (ii) any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether if such results from mandatory restrictions or voluntary compliance with guidelines; provided, howeverso long as Utilities are made equitably available to all users and occupants of the Property and the Premises. Landlord may transfer, assign, delegate or otherwise convey to a third party its Utilities systems and/or its obligations to furnish Utilities pursuant to this Section 9.1(a), provided that such transaction shall not result in a diminished capacity to serve the Premises. In the event any of such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for thirty (30) continuous days or longera transaction, Tenant shall have the right to terminate this Lease by delivering written notice to Landlord on or before the date which is sixty (60) days after execute such curtailment, limitation, rationing or restriction commenceddocuments as may reasonably be required in connection with such transaction.

Landlord’s Responsibilities. Landlord shall furnish Utilities maintain or cause to be maintlined, and after receiving notice or actual knowledge of the need for repair, shall repair and/or rdplace (as necessary) all structural and non-structural portions of the Building roof, Building SYftems (as hereafter defined), including HVAC maintenance (other than Tenant's Specialty Systems, the maintenance, repair and replacement of which shall be Tenant's sole responsibility), Common Areas (as hereafter defined) and Structural Elements ( as hereafter defined), in a manner consistent with the level of maintenance and repair customary for a Class A office building in the same subfuarket as the Building, provided that, to the Premises in accordance with Landlord’s current practices and standards for extent any of such maintenance or repairs is rendered kecessary by the Property, subject to temporary shut down for repairs, for security purposes, for compliance with any Applicable Laws negligence or due to any event willful misconduct of Tenant or occurrence beyond Landlord’s reasonable control. Tenant agrees that Landlord’s practices and standards do not include Utilities in quantities exceeding those typically and reasonably necessary for average office building environments and usesTenant's Agents, and Landlord makes no representations or warranties to Tenant regarding the adequacy or fitness of any Utilities for Tenant’s use, occupancy or enjoyment of the Premises (including, without limitation, Tenant’s needs, If any for additional or unique heating, ventilation, air conditioning, electricity or natural gas). The Parties acknowledge that the Buildings are separately metered for electricity service, natural gas service and water service (following Tenant’s installation of a water meter with respect is not subj~ct to the Building 154 Premises). waiver(s) of claims and subrogation set forth in Article 19 of this Lease, Tenant shall pay be pbligated to reimburse Landlord as Demand Services for all Utilities consumed on the Premises as measured by such meters and as read costs sustained by Landlord periodically (charges for sewer service in connection therewith, which reimbursement shall be calculated as a percentage of water consumed). Landlord shall not be in default under this Lease or be liable for any damage or loss directly or indirectly resulting from, nor shall the rent be abated or a constructive or other eviction be deemed to have occurred by reason of, any interruption of or failure to supply or delay in supplying any Utilities or Demand Services or any limitation, curtailment, rationing or restriction on use of water, electricity, natural gas or any resource or form of energy or other service serving the Premises or the Property, whether such results from mandatory restrictions or voluntary compliance with guidelines; provided, however, that in the event any such curtailment, BE 543 154 EUL Final 120511 SAA2 – 402658 limitation, rationing or restriction materially interferes with Tenant’s ability to perform its operations in the Premises for due no later than thirty (30) continuous days after Landlord's written demand. Landlord will also enforce all construction and equipment warranties for the benefit of Tenant. For the purposes of this Section 7, "Building Systems" shall mean the mechanical, electrical, ~ umbing, elevator, sprinkler, and HVAC systems serving the Building and located inside or longeroutside of the confines of the Premises or Building, as well as the base building security systems Iand any communications equipment, wiring and cabling servicing the Building (but only to the pOft where telephone service enters and connects to the Building, and not from such point of connection to the Tenant's equipment, which shall remain Tenant's responsibility) but shall exclude an~ Tenant Specialty Systems and equipment (including without limitation special cooling systems, ~lectrical subpanels, etc.) installed by Tenant to provide supplemental cooling or other special utility service to computer rooms or other special areas of the Premises and which are not part of the Base Building Improvements (as defined in Exhibit g. "Common Areas" shall have mean those areas of the right Land which are available from time to terminate this Lease by delivering written notice to Landlord time for the non-exclusive use of Tenant and other tenakts of the Building and Project, such as the sidewalks, parking areas, driveways and landscaping! exterior storm water management, sanitary sewer and similar water, sewer and utility systems, an~, within the Building, shall mean the elevators, mechanical rooms, and electrical and telephone closets, stair towers, and Building restrooms on or before each floor of the date Premises which is sixty (60) days after such curtailmentmulti-tenanted, limitationall as ~e same may be configured from time to time; and "Structural Elements" shall mean the structural components of the Building's base building improvements, rationing or restriction commenced.including structural components which integrate with the interior tenant improvements within the Premises, including without limithtion the foundations, exterior structural walls and other load-bearing elements of the Building. I 7.2