Provided no Default shall then exist under this Lease (beyond any applicable notice and cure periods), if electrical power or HVAC is interrupted due to the negligence or willful misconduct of Lessor or its employees or agents (a “Utility Interruption”), and Lessee is unable to carry on its business in a reasonably normal manner due to the failure of any of such utilities and services, and therefore vacates all or the affected portion of the Premises and/or ceases business operations in the Premises for a period in excess of five (5) business days, the Base Rent and additional rental payable under this Lease shall be abated retroactively from the first day of the Utility Interruption (in proportion to the area of the Premises vacated by Lessee by reason of such failure, if less than all of the Premises is affected) and for as long as such inability to carry on Lessee’s business continues, until such time as the service is restored or Lessee reoccupies the Premises or affected portion thereof, whichever is earlier. In the event of any curtailment, diminution, or failure with respect to utilities and services in the Building or the Premises, Lessor agrees to use due diligence to restore full service.

General; Interruption. Landlord shall provide, subject to the terms of this Section 11, janitorial services to the Common Areas, water, electricity, heat, light, power, telephone, sewer, natural gas and other utilities (including fire sprinklers), and refuse and trash collection (collectively, “Utilities”). Landlord shall pay, as Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises during the Term, all maintenance charges for Utilities during the Term, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental Authority or Utility provider during the Term, and any taxes, penalties, surcharges or similar charges thereon. Tenant may cause, at its expense and subject to Landlord’s reasonable approval, any Utilities to be separately metered and charged directly to Tenant by the provider, in which event # Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services that may be furnished to Tenant or the Premises during the Term, and # Operating Expenses shall be adjusted to exclude therefrom costs to provide any such separately-metered Utilities to tenants of the Building and/or Project. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services that may be furnished to Tenant or the Premises during the Term. Tenant shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. Except as provided in this paragraph, no interruption or failure of Utilities from any cause whatsoever shall result in eviction or constructive eviction of Tenant, termination of this Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use. If electricity, water, or HVAC service to the Premises is interrupted by reason of the gross negligence or willful misconduct of Landlord and such interruption shall continue for more than 5 consecutive business days, or 30 business days (regardless of whether consecutive) out of 45 consecutive business days, and shall render any material portion of the Premises unusable for the purpose of conducting Tenant’s business as permitted under this Lease, then to the extent (and only to the extent) that Landlord receives insurance proceeds from its carrier in respect of such interruption, all Base Rent payable hereunder with respect to the affected portion of the Premises shall be abated to such extent as follows: # in the case of an interruption of 5 consecutive business days, Base Rent shall abate for such portion of the Premises for the period beginning on the 6th consecutive business day of such failure, and shall continue until substantial use of the affected portion of the Premises for the normal conduct of Tenant’s business is restored; and # in the case of an interruption of 30 business days out of 45 consecutive business days, Base Rent shall abate, during that calendar year, immediately for any additional business day after the 30th business day of interruption and shall continue until substantial use of the affected portion of the Premises for the normal conduct of Tenant’s business is restored.

Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

Business Interruption Insurance. Business Interruption Insurance with limits not less than an amount equal to eighteen (18) months’ Minimum Annual Rent hereunder.

Business Interruption Insurance. The Borrower shall maintain or cause to be maintained, with respect to each installation, business interruption insurance following all perils required and insured above under Section 1.1 # of this [Schedule 5.17], including mechanical or electrical breakdown and inland transit perils, with limits and terms and conditions approved by the Lenders (including all revenues derived from the sale of renewable energy credits of such installation less non continuing expenses) and in accordance with Section 1.3 of this [Schedule 5.17]. If coverage is subject to an indemnification period, such period shall not be less than twelve (12) months unless otherwise agreed to by Lenders. The deductible or waiting period shall not exceed five (5) days unless otherwise approved by the Lenders.

39 Article VII CLOSING OBLIGATIONS

. Notwithstanding anything in this Agreement to the contrary, the Sellers shall be entitled, at their sole cost and expense, to control and/or settle the Business Interruption Claim Matter and any Proceedings related thereto[[Parties:Organization]] The Buyer shall provide, or cause KCS to provide to the Sellers’ Representative or their designee, all necessary authorizations, including powers of attorney, to control the Business Interruption Claim Matter[[Parties:Organization]] Any insurance proceeds received by KCS in connection with the Business Interruption Claim Matter shall be solely for the benefit of the Sellers, and any such proceeds received by Buyer, a Company, or their Affiliates after the Closing shall be promptly paid to Sellers’ Representative to be distributed to the Sellers in proportion to their Pro Rata Percentages (but in any event, within five Business Days of the receipt of such funds).

Interruption of Services. Except as otherwise specifically provided herein, no failure to furnish or discontinuance of any service pursuant to this Article 8 shall result in any liability of Landlord to Tenant or be deemed to be a constructive eviction or a disturbance of Tenant’s use of the Premises. Without limitation to the generality of the foregoing, Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas or other fuel, or water, at the Office Unit after reasonable effort so to do, by any accident or casualty whatsoever by act or default of Tenant or other parties, or by any cause beyond Landlord’s reasonable control. Such failures or delays or diminution 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.

Use. Sublessee shall use and occupy the Subleased Premises for the use permitted under the Lease (the “Permitted Uses”). Sublessee shall also comply with all laws governing or affecting Sublessee’s use of the Subleased Premises, and Sublessee acknowledges that Sublessor has made no representations or warranties concerning whether the Permitted Uses comply with such laws.

Use. The Premises shall be used solely for the Permitted Use set forth in the basic lease provisions on page 1 of this Lease, and in compliance with the site development permit applicable to the Project and all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”). Tenant shall, upon 10 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal Requirement; provided, however, that Tenant may continue the use in question if Tenant is contesting the same with the applicable Governmental Authority and Tenant is permitted under Legal Requirements to continue the use in question while the matter is being contested. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, conduct any auction, liquidation, or going out of business sale on the Premises, or use the Premises for any unlawful purpose. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.