Common use of Additional Rent Estimates and Adjustments Clause in Contracts

Additional Rent Estimates and Adjustments. (i) On or before April 30 (or as soon thereafter as practicable) of each calendar year, Landlord will submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's receipt of such statement, as Additional Rent, any amounts due from Tenant on account of Excess Operating Expenses for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statement, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by Tenant within thirty (30) days after Landlord's submission to Tenant of the aforesaid operating charge statement for such calendar year. (iv) Contemporaneously with presentation of Landlord's statement showing actual figures for the year, Landlord shall furnish to Tenant, in writing, a detailed statement of Basic Operating Expenses and copies of Real Estate Tax bills. If it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (a) In order to provide for current monthly payments of additional rent, Landlord shall submit to Tenant prior to January 1st of each year a statement of Landlord's estimate of the amount of the increases described in Section 2.2 above together with the amount of Tenant's additional rent which is estimated to result from such increases. Commencing on the date stipulated in Section 1.5, and continuing throughout the remaining term of this Lease, Tenant shall pay each month one-twelfth (1/12th) of Tenant's pro rata share of Landlord's estimate of the increase in each year for (i) On or before April 30 real estate taxes and (or as soon thereafter as practicableii) operating expenses, over such items for the Base Year. In addition, Tenant shall pay each month one-twelfth (1/12th) of Landlord's estimate of the annual rent increase due to the percentage increase in the Consumer Price Index over the Base Period. (b) If payment of additional rent begins on a date other than January 1st under this Lease, in order to provide for current payments of additional rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord's estimate of Tenant's additional rent for that partial year, stated in monthly increments, resulting from the increases described in Section 2.2 above. Tenant shall make these payments of estimated additional rent together with its installments of base monthly rent. (c) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses real estate taxes and operating expenses for the preceding fiscal year ended during such calendar year over such costs for the Base Operating Expense Amount, setting forth Year and the actual increase attributable to the increase in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and Consumer Price Index over the Base Period. Such statement shall also indicate the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, Tenant's excess payment or underpayment based on Landlord's estimate. If additional rent paid by Tenant to Landlord during the preceding calendar year on account shall be in excess of, or less than, the aggregate of its share of the Excess Operating Expenses actual increase incurred by Landlord for such preceding year; real estate taxes and (iii) operating expenses, and the amount actual increase attributable to the increase in the Consumer Price Index, Landlord and Tenant agree to make the appropriate adjustment following the submission of Landlord's statement. Tenant shall either pay any additional rent due from Tenant on account with the installment of rent due for the Excess Operating Expenses for such preceding yearmonth following submission of Landlord's statement, or the amount pay any additional rent due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's receipt of such statement, as Additional Rent, any amounts due from Tenant on account of Excess Operating Expenses for if the preceding yearLease term has expired or is otherwise terminated. Tenant shall also make payments to Landlorddeduct its excess payment, on account if any, from the installment of rent for such month, or following the final year of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating ExpensesLease term, Tenant shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the payment is be reimbursed for any excess payments made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statement, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iiid) Landlord shall refund any overpayment made by Tenant within thirty Within ten (3010) days after Landlord's submission to Tenant of the aforesaid operating charge statement for such calendar year. (iv) Contemporaneously with presentation receipt of Landlord's statement showing actual figures for the year, Landlord Tenant shall furnish have the right to Tenant, in writing, a detailed request copies of real estate bills and an unaudited statement of Basic Operating Expenses and copies "operating expenses of Real Estate Tax bills. If it the building" prepared by Landlord's certified public accountant, which shall be determined that there is an error in Landlordsupplied to Tenant within a reasonable time after Tenant's statementwritten request. Unless Tenant asserts specific error(s) within thirty (30) days after Landlord has complied with Tenant's request, Tenant shall be entitled have no right to a credit contest the statement of actual figures for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to the year submitted by Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) No such request shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) extend the time for payments as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to set forth in this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.2.3

Additional Rent Estimates and Adjustments. a. In order to provide for current monthly payments of additional rent, Landlord shall provide Tenant with the Landlord’s estimate of the amount of the charges described in Section 5.A. above, together with the amount of Tenant’s additional rent (i“Additional Rent”) On which is estimated to result from such charges. Tenant shall pay each month during the term of this lease one-third (1/3) of Tenant’s pro rata share of Landlord’s estimate of the Operating Expenses. Landlord may revise its estimate of Operating Expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant’s pro rata share thereof. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. Tenant shall, in all cases, continue to make monthly payments of Operating Expenses based on the last estimate received from Landlord until it receives a revised or before April 30 (or as soon thereafter as practicableupdated estimate. b. If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall provide Tenant with the Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments, resulting from the charges described in Section 5(c)(i) above. Tenant shall make the monthly incremental payments of estimated Additional Rent together with its installments of Minimum Rent. c. After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, the excess, if any, of Tenant’s pro rata share of actual Operating Expenses over the amount paid by Tenant during the previous year as Additional Rent, any amounts due from its share of such charges. If the amount paid by Tenant on account during the previous year exceeded Tenant’s pro rata share of Excess actual Operating Expenses for the preceding year. Tenant , the excess shall also make payments to Landlord, on account be credited toward payment of the Excess next monthly installment of Minimum Rent to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant’s pro rata share of actual Operating Expenses for the then current calendar such year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant Landlord shall pay to Landlord an Tenant the excess amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statement, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by Tenant within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge Operating Expenses statement for such calendar year. (iv) Contemporaneously with presentation of d. Landlord's ’s failure or delay in rendering any statement showing actual figures for the year, Landlord shall furnish to Tenant, in writing, a detailed statement of Basic Operating Expenses and copies of Real Estate Tax bills. If it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to contemplated by this Section shall apply pro rata to not constitute a waiver of Landlord’s right thereafter and during the proportionate part term of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each to render such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding leasestatement. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On or before April 30 In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to January 1st of each year a written statement of Landlord’s estimate of the amount of operating expenses, together with the estimated amount of Tenant’s Additional Rent. Commencing on the Commencement Date sand continuing throughout the Lease Term, Tenant shall pay each month one-twelfth (or as soon thereafter as practicable1/12th) of Tenant’s Proportionate Share of Landlord’s estimate of the operating expenses. Landlord may revise its estimate of operating expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Xxxxxx’s Proportionate Share of the estimated operating expenses. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. ​ (ii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Xxxxxxxx’s estimate of Xxxxxx’s Additional Rent for that partial year, stated in monthly increments. Tenant shall make the monthly incremental payments of estimated Additional Rent, together with its installments of operating expenses. (iii) Within six (6) months after the end of each calendar year, Landlord will submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses operating expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, as Additional RentXxxxxx’s Proportionate Share of the excess, any amounts due from Tenant on account if any, of Excess Operating Expenses actual operating expenses over the projected operating expenses. If the amount paid by Xxxxxx during the previous year exceeded Tenant’s share of actual operating expenses for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of operating expenses to be paid by Xxxxxx after Xxxxxx receives said statement from Landlord. If the amount paid by Xxxxxx during the last calendar year of the Lease Term exceeds Tenant’s share of actual operating expenses for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's Xxxxxxxx’s submission to Tenant of the aforesaid operating charge expense statement for such calendar year. (iv) Contemporaneously with presentation Within thirty (30) days after receipt of Landlord's ’s statement showing actual figures for the year, Landlord Tenant shall furnish have the right to Tenantrequest a statement of operating expenses of the Building and copies of real estate tax bills, which shall be supplied to Tenant within a reasonable time after Xxxxxx’s written request. No such request shall extend the time for payments as set forth in Section 4(c) or Section 4(d)(iii) above. Unless Tenant asserts specific error(s) and supports such errors, in writing, a detailed within thirty (30) days after Xxxxxxxx has complied with Xxxxxx’s request, Tenant shall waive the right to contest the statement of Basic Operating Expenses and copies of Real Estate Tax billsactual figures for the year submitted by Landlord. If Tenant timely asserts specific error(s) and supports such errors, in writing, and it shall be determined that there is an error in Landlord's ’s statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On Within sixty (60) days after the date of this Lease, Landlord shall deliver to Tenant an estimated budget of the operating expenses for the first Lease Year of the Lease Term. Landlord and Tenant shall meet at a mutually agreeable time to discuss the budget and Landlord shall, in good faith, consider all of Tenant's requested changes to the budget. Thereafter, in order to provide for current monthly payments of Additional Rent, Landlord shall (x) submit to Tenant a "Proposed Budget" (as defined below) on an annual basis, and (y) submit to Tenant prior to January 1st of each year a written statement of Landlord's estimate of the amount described in Section 4(c)(ii) above, together with the amount of Tenant's Additional Rent which is estimated to result herefrom. Tenant shall pay each month one-twelfth (1/12th) of Tenant's Proportionate Share of Landlord's estimate of the operating expenses pursuant to Section 4(d)(ii). Landlord's annual estimate of increases in operating expenses shall not exceed one hundred ten percent (110%) of the actual operating expenses that were incurred for the Building during the prior calendar year unless Landlord provides Tenant with reasonable evidence which would reasonably justify such increase. Landlord may revise its estimate of operating expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant's Proportionate Share of the estimated operating expenses. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. (ii) At least within thirty (30) days prior to the commencement of the second (2nd) Lease Year, and at least thirty (30) days prior to the beginning of each Lease Year thereafter during the Lease Term, Landlord shall furnish to Tenant a detailed proposed budget ("Proposed Budget") of operating expenses for the following twelve (12) month period. The Proposed Budget shall contain a reasonably detailed description of the services Landlord (in its own capacity or before April 30 through affiliated entities or third party services providers) shall provide to the Building, proposed purchases of materials, and anticipated real estate taxes and other costs and expenses that Landlord expects to include in operating expenses. Landlord shall provide to Tenant, within fifteen (or 15) business days after Tenant's written request, such supporting documentation as soon thereafter as practicableTenant shall reasonably request for the purpose of verifying the reasonable accuracy and general reasonableness of such Proposed Budget. Representatives of Landlord and Tenant shall meet on a mutually agreeable date within thirty (30) days after delivery of the Proposed Budget for the purpose of discussing Tenant's requested changes to the Proposed Budget. Landlord shall, in good faith, consider all of Tenant's requested changes to the Proposed Budget. (iii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord's estimate of Tenant's Additional Rent for that partial year, stated in monthly increments. Tenant shall make the monthly incremental payments of estimated Additional Rent, together with its installments of operating expenses. (iv) Within one hundred twenty (120) days after the end of each calendar year, Landlord will submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses operating expenses for the preceding calendar year. In the event that Landlord fails to timely deliver such statement to Tenant, and then Landlord shall deliver such statement to Tenant on the amount earlier to occur of the Excess Operating Expenses for following dates: (i) the date that is fifteen (15) business days after the date that Tenant requests such preceding year; statement in writing, or (ii) as soon after the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account expiration of the Excess Operating Expenses for such preceding year; and one hundred twenty (iii120) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expensesday period as is reasonably practicable. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's receipt of such statement, as Additional RentTenant's Proportionate Share of the excess, any amounts due from if any, of actual operating expenses over the projected operating expenses. If the amount paid by Tenant on account during the previous year exceeded Tenant's share of Excess Operating Expenses actual operating expenses for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of operating expenses to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant's share of actual operating expenses for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's submission to Tenant of the aforesaid operating charge expense statement for such calendar year. (ivv) Contemporaneously with presentation Within one hundred twenty (120) days after receipt of Landlord's statement showing actual figures for the year, Landlord Tenant shall furnish have the right to request a statement of operating expenses of the Building and copies of real estate tax bills, which shall be supplied to Tenant within a reasonable time after Tenant's written request. No such request shall extend the time for payments as set forth in Section 4(c) or Section 4(d)(iii) above. Unless Tenant asserts specific error(s) and supports such errors, in writing, a detailed within sixty (60) days after Landlord has complied with Tenant's request, Tenant shall waive the right to contest the statement of Basic Operating Expenses and copies of Real Estate Tax billsactual figures for the year submitted by Landlord. If Tenant timely asserts specific error(s) and supports such errors, in writing, and it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if . (vi) Landlord billed Tenant less than should have been billed shall retain the books and records substantiating the operating expenses and real estate taxes for a period of at least one (1) year from the date Landlord submits a statement of such operating expenses and real estate taxes to Tenant. In addition to Tenant's rights under Section 4(e)(iv), Tenant shall pay such difference to Landlord. Any paymentLandlord shall, refund or credit made pursuant to Section 4(c) or 4(d) upon Tenant's written request which shall be made without prejudice to any right no later than ninety (90) days after receipt of Tenant to dispute, or Landlord's statement of Landlord to correct, any item(s) as billed the operating expenses pursuant to the provision hereofSections 4(d)(iii) and 4(d)(iv) above, permit Tenant and/or Tenant's certified public accountant to inspect and audit Landlord's records pertaining to Landlord's calculation of operating expenses; provided, however, that Tenant shall not be entitled to delay any payment under this Lease during the pendency of any such right inspection or audit. Such inspection or audit shall be made at a time and date specified in Tenant's request for same, which date shall in no event be less than fifteen (15) days after Landlord's receipt of Tenant's request for the same. Despite the foregoing, as an express condition of Tenant's certified public accountant conducting such inspection or audit, Tenant and Tenant's certified public accountant shall certify in writing to correct Landlord that such certified public accountant (i) is being compensated by Tenant on an hourly basis to conduct such audit, and (ii) is not being compensated, in whole or adjust rental payments in part, on a contingency basis or a percentage of savings basis. Tenant shall terminate bear all costs of any such inspection. Tenant shall keep the results of any such audit confidential, except to the extent (x) reasonably required to be revealed in any legal action between Landlord and Tenant relating to operating expenses, or (y) as may be required by law. Despite the foregoing, in the event such audit discloses that Landlord has overstated the operating expenses for the Building during any calendar year, (i) Landlord shall, within thirty (30) days thereafter, refund such overpayment to Tenant, and (ii) by more than ten percent (10%), Landlord shall pay to Tenant interest at the expiration annual rate of two twelve percent (212%) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing on the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principlesoverpayment.

Additional Rent Estimates and Adjustments. (i) On In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to January 1st of each year a written statement of Landlord’s estimate of the amount of the increases described in Section 4(c)(ii) above, together with the amount of Tenant’s Additional Rent which is estimated to result from such increases. Tenant shall pay each month one-twelfth (1/12th) of Tenant’s Proportionate Share of Landlord’s estimate of the increase in each year of operating expenses over the Base Operating Expense Amount. Landlord may revise its estimate of operating expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant’s Proportionate Share of the estimated operating expense increases. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. Tenant shall, in all cases, continue to make monthly payments of Basic Operating Expenses based on the last estimate from Landlord until it receives a revised or before April 30 updated estimate. (or as soon thereafter as practicableii) If payment of Additional Rent begins on a date other than January 1st under this Deed of Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments, resulting from the increases described in Section 4(c)(ii) above. Tenant shall make the monthly incremental payments of estimated Additional Rent together with its installments of Base Monthly Rent. (iii) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses operating expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, Tenant’s Proportionate Share of the excess, if any, of Tenant’s Proportionate Share of the actual operating expense increases over the amount paid by Tenant during the previous year as Additional Rent, any amounts due from its Proportionate Share of the projected operating expense increases. If the amount paid by Tenant on account during the previous year exceeded Tenant’s Proportionate Share of Excess Operating Expenses actual operating expense increases for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of Base Monthly Rent to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Deed of Lease Term exceeds Tenant’s Proportionate Share of actual operating expense increases for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge expense statement for such calendar year. (iv) Contemporaneously with presentation Within fifteen (15) business days after receipt of Landlord's ’s statement showing actual figures for the year, Landlord Tenant shall furnish have the right to request a statement of operating expenses of the Building prepared by Landlord’s certified public accountant and copies of real estate tax bills, which shall be supplied to Tenant within thirty (30) days after Tenant’s written request. No such request shall extend the time for payments as set forth in Section 4(c) or Section 4(d)(iii) above. Unless Tenant asserts specific error(s) and supports such errors, in writing, a detailed within fifteen (15) business days after Landlord has complied with Tenant’s request, Tenant shall waive the right to contest the statement of Basic Operating Expenses and copies of Real Estate Tax billsactual figures for the year submitted by Landlord. If it shall be determined that there is an error in Landlord's ’s statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, provided however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to January 1st of each year during the Lease Term a written statement of Landlord's estimate of the amount of the increases described in Section 4(c)(ii) above, together with the amount of Tenant's Additional Rent which is estimated to result from such increases. Tenant shall pay each month one-twelfth (l/12th) of Tenant's Proportionate Share of Landlord's estimate of the increase in each year of operating expenses over the Base Operating Expense Amount. Landlord may revise its estimate of operating expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant's Proportionate Share of the estimated operating expense increases. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. Tenant shall, in all cases, continue to make monthly payments of Basic Operating Expenses based on the last estimate from Landlord until it receives a revised or before April 30 updated estimate. (or as soon thereafter as practicableii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord's estimate of Tenant's Additional Rent for that partial year, stated in monthly increments, resulting from the increases described in Section 4(c) (ii) above. Tenant shall make the monthly incremental payments of estimated Additional Rent together with its installments of Base Monthly Rent during that partial year. (iii) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses operating expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's receipt of such statement, Tenant's Proportionate Share of the excess, if any, of Tenant's Proportionate Share of the actual operating expense increases over the amount paid by Tenant during the previous year as Additional Rent, any amounts due from its Proportionate Share of the projected operating expense increases. If the amount paid by Tenant on account during the previous year exceeded Tenant's Proportionate Share of Excess Operating Expenses actual operating expense increases for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of Base Monthly Rent to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant's Proportionate Share of actual operating expense increases for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's submission to Tenant of the aforesaid operating charge expense statement for such calendar year. (iv) Contemporaneously with presentation Within ten (10) days after receipt of Landlord's statement showing actual figures for the year, Landlord Tenant shall furnish have the right to request a statement of operating expenses of the Building prepared by Landlord's certified public accountant and copies of real estate tax bills, which shall be supplied to Tenant within a reasonable time (not to exceed thirty (30) days) after Tenant's written request. No such request shall extend the time for payments as set forth in Section 4(c) or Section 4(d) (iii) above. Unless Tenant asserts specific error(s) and supports such errors, in writing, a detailed within fifteen (15) business days after Landlord has complied with Tenant's request, Tenant shall waive the right to contest the statement of Basic Operating Expenses and copies of Real Estate Tax billsactual figures for the year submitted by Landlord. If it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, provided however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant before the beginning of each calendar year a written statement of Landlord’s estimate of the amount of Real Estate Tax Costs and Common Area Costs described in Section 5 (c) (i) and (iii) above, together with the amount of Tenant’s Additional Rent which is estimated to result from such Real Estate Tax Costs and Common Area Costsi) . Beginning on the first day of the Lease Term, Tenant shall pay each month one-twelfth (1/12±) of Tenant’s Proportionate Share of Landlord’s estimate of the increase to Real Estate Tax Costs and Common Area Costs above the base years set forth above. Landlord may revise its estimate of the increase to Real Estate Tax Costs and Common Area Costs at any time during a calendar year, but no more than one (1) time during any calendar year, by written notice to Tenant, setting forth such revised estimate and Tenant’s Proportionate Share of the estimated Real Estate Tax Costs and Common Area Costs. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. Tenant shall, in all cases, continue to make monthly payments of Real Estate Tax Costs and Common Area Costs based on the last estimate received from Landlord until it receives a revised or before April 30 updated estimate. (or as soon thereafter as practicableii) If payment of Real Estate Tax Costs and Common Area Costs begins on a date other than January 1st under this Lease, in order to provide for current payments of Real Estate Tax Costs, and Common Area Costs through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments, resulting from the charges described in Section 5(c) (i) and (ii) above. Tenant shall make the monthly incremental payments of estimated Real Estate Tax Costs and Common Area Costs together with its installments of Basic Monthly Rent. (iii) After the end of each calendar year, Landlord will submit submit, as soon as practicable but in no event more than six (6) months after the end of each calendar year, to Tenant a comparative reasonably detailed statement of showing the actual increases incurred in Basic Operating Expenses Real Estate Tax Costs and Common Area Costs for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (iyear(iv) a schedule of Basic Operating Expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, the excess, if any, of Tenant’s Proportionate Share of actual Real Estate Tax Costs and Common Area Costs over the amount paid by Tenant during the previous year as Additional Rent, any amounts due from its share of Real Estate Tax Costs and Common Area Costs. If the amount paid by Tenant on account during the previous year exceeded Tenant’s Proportionate Share of Excess Operating Expenses actual Real Estate Tax Costs and Common Area Costs for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current such calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment(s) of Real Estate Tax Costs and Common Area Costs to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant’s Proportionate Share of actual Real Estate Tax Costs and Common Area Costs for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge Real Estate Tax Costs and Common Area Costs statement for such calendar year. (iv) Contemporaneously with presentation . Notwithstanding anything to the contrary contained in this Lease, if Landlord fails to deliver to Tenant Landlord’s proposed reconciliation of Landlord's statement showing the actual figures for the year, Landlord shall furnish to Tenant, in writing, a detailed statement of Basic Operating Expenses and copies of Real Estate Tax bills. If it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Costs and Common Area Costs and the amount of Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c’s Proportionate Share thereof within one (1) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years year after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part end of the calendar year as to Basic Operating Expenses, in which this Lease begins or endssuch Common Area Costs were incurred, Landlord hereby agrees that its right to reconcile for the portion of each such calendar year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding leasehereby waived. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On or before April 30 In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to January 1st of each year a written statement of Landlord’s estimate of the amount of the increases described in Section 4(c)(ii) above, together with the amount of Tenant’s Additional Rent which is estimated to result from such increases. Tenant shall pay each month one-twelfth (or as soon thereafter as practicable1/12th) of Tenant’s Proportionate Share of Landlord’s estimate of the operating expenses. Landlord may revise its estimate of operating expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. (ii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments. Tenant shall make the monthly incremental payments of estimated Additional Rent, together with its installments of Base Monthly Rent. (iii) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement reasonably detailed statement, on a line item basis, of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses operating expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, as Additional RentTenant’s Proportionate Share of the excess, any amounts due from if any, of actual operating expenses over the projected operating expenses. If the amount paid by Tenant on account during the previous year exceeded Tenant’s share of Excess Operating Expenses actual operating expenses for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of operating expenses to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant’s share of actual operating expenses for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge expense statement for such calendar year. (iv) Contemporaneously with presentation of LandlordLandlord shall, upon Tenant's statement showing actual figures for the year, Landlord shall furnish to Tenant, in writing, a detailed statement of Basic Operating Expenses and copies of Real Estate Tax bills. If it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) written request which shall be made without prejudice no later than one hundred eighty (180) days after receipt of an annual expense statement, permit Tenant or an independent entity that regularly audits operating expenses for office/lab buildings that are located in Xxxxxxxxxx County, Maryland, to any right inspect such of Tenant its records as are reasonably necessary to dispute, or certify that the calculation of Landlord to correct, any item(s) as billed pursuant to operating expenses set forth in such statement were made in accordance with the provision hereofapplicable provisions of this Lease; provided, however, such right that Tenant shall not be entitled to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date delay any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing under this Lease during the Lease Term pursuant pendency of any such inspection. Despite the foregoing, as an express condition of the entity conducting such inspection, Tenant and such entity shall certify in writing to this Section Landlord that such entity (i) is being compensated by Tenant on an hourly basis to conduct such audit, and (ii) is not being compensated, in whole or in part, on a contingency basis or a percentage of savings basis. Tenant shall apply pro rata bear all costs of any such inspection. Tenant shall keep the results of any such audit confidential, except to the proportionate part of extent (x) reasonably required to be revealed in any legal action between Landlord and Tenant relating to operating expenses, or (y) as may be required by law. Despite the calendar year as to Basic Operating Expensesforegoing, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event it is determined that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing has overstated the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: operating expenses (A) a labor saving device or other installationthat are payable by Tenant during any calendar year, improvement or replacement which reduces Operating expenses; Landlord shall, within thirty (30) days thereafter, refund such overpayment to Tenant, and (B) an installation by five percent (5%) or improvement required more, then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by reason Tenant to conduct such audit, provided in no event shall any such reimbursement exceed the sum of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist Three Thousand Five Hundred and 00/100 Dollars (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security$3,500.00); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On or before April 30 In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to January 1st of each year a written statement of Landlord’s estimate of the amount of the increases described in Sections 4(c)(ii) and 4(c)(iii) above, together with the amount of Tenant’s Additional Rent which is estimated to result from such increases. Tenant shall pay each month one-twelfth (or as soon thereafter as practicable1/12th) of Tenant’s Proportionate Share of Landlord’s estimate of the increase in each year of (i) Operating Expenses over the Base Operating Expense Amount, and (ii) Real Estate Taxes over the Base Real Estate Tax Amount. Landlord may revise its estimate of Operating Expenses and/or Real Estate Taxes at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant’s Proportionate Share of the estimated operating expense and/or real estate tax increases, which revised estimate shall not be issued more frequently than once each calendar year and shall provide reasonable justification for the need for an out-of-cycle adjustment. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate, provided, however that the first such monthly installment payable by Tenant following Tenant’s receipt of a revised estimate pursuant to this sentence shall be due and payable on the later of the first day of the month after the date of Tenant’s receipt of such notice and the date that is thirty (30) days following the date of Tenant’s receipt of such notice. (ii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments resulting from increases described in Sections 4(c)(ii) and 4(c)(iii) above. Tenant shall make the monthly incremental payments of estimated Additional Rent, together with its installments of Operating Expenses and Real Estate Taxes. (iii) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative reasonably detailed statement on a line-item basis of the actual increases incurred in Basic (x) Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: and (iy) a schedule of Basic Operating Expenses Real Estate Taxes for the preceding calendar year, and year over the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating ExpensesBase Real Estate Tax Amount. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, as Additional RentTenant’s Proportionate Share of the excess, any amounts if any, (a) of actual Operating Expenses over the projected Operating Expenses and (b) of actual Real Estate Taxes over the projected Real Estate Taxes; provided, however, that if the balance due from Tenant exceeds the payment Tenant has been paying on account a monthly basis immediately prior to receipt of Excess such notice by more than twenty-five percent (25%) of such regular monthly payment, then Tenant shall have the right, in its sole discretion, to pay such Operating Expense arrearage in five (5) monthly installments, which arrearage shall, if paid in installments, bear interest at the rate of five percent (5%) per year. If the amount paid by Tenant during the previous year exceeded Tenant’s share of actual Operating Expenses and/or Real Estate Taxes for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of Rent to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant’s share of actual Operating Expenses and Real Estate Taxes for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge Operating Expense and Real Estate Tax statement for such calendar year. (iv) Contemporaneously with presentation Within ninety (90) days after receipt of Landlord's ’s statement showing actual figures for the year, Landlord Tenant shall furnish have the right to Tenant, in writing, request a detailed statement of Basic Operating Expenses of the Building and copies of Real Estate Tax bills. If it , which shall be determined that there is an error supplied to Tenant within a reasonable time after Tenant’s written request. No such request shall extend the time for payments as set forth in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(dSections 4(d)(ii) and (4(d)(iii) above. (v) In addition to Tenant’s rights under Section 4(d)(iv), Landlord shall, upon Tenant’s written request which shall be made without prejudice to any right no later than one hundred twenty (120) days after receipt of Tenant to dispute, or Landlord’s statement of Landlord to correct, any item(s) as billed the actual increase incurred in Operating Expenses pursuant to Section 4, permit Tenant’s employees, Tenant’s broker or a reputable entity that has substantial experience in conducting audits of operating expenses with respect to office leases in Northern Virginia (the provision hereof“Auditor”) to inspect such of its records as are reasonably necessary to certify that the calculation of increases in Operating Expenses set forth in such statement were made in accordance with the applicable provisions of this Lease; provided, however, that Tenant shall not be entitled to delay any payment under this Lease during the pendency of any such inspection. In the event Tenant audits the operating expenses for calendar year 2016 in accordance with the foregoing provisions, it shall also have the right to correct or adjust rental payments audit the operating expenses for calendar year 2015. In the event Tenant audits the operating expenses for any calendar year in accordance with the foregoing provisions, then, Tenant shall terminate at have the expiration of two right to review the then most recent three (23) years after of operating expense information, if available. After Tenant exercises any such audit right, Tenant shall have a period of sixty (60) days to perform the audit from the date Landlord provides the necessary documentation in accordance with the foregoing. As an express condition of Tenant’s Auditor conducting such inspection, Tenant and Tenant’s Auditor shall certify in writing to Landlord that such Auditor (i) is being compensated by Tenant on an hourly basis to conduct such audit, and (ii) is not being compensated, in whole or in part, on a contingency basis or a percentage of savings basis. Tenant shall bear all costs of any payment such inspection. Tenant shall have become due. (v) Tenant's obligation to pay keep the results of any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata such audit confidential, except to the proportionate part of extent (x) reasonably required to be revealed in any legal action between Landlord and Tenant relating to operating expenses, or (y) as may be required by law. Notwithstanding anything in this Lease to the calendar year as to Basic Operating Expensescontrary, in which this Lease begins the event it is determined that Landlord has overstated the amount of Operating Expenses (i) that are payable by Tenant during any calendar year, Landlord shall, within thirty (30) days thereafter, refund such overpayment to Tenant, and (ii) by three percent (3%) or endsmore during any calendar year, Landlord shall reimburse Tenant for the portion of each such year during which this Lease is in effect. Such obligation to make payments reasonable out-of-pocket cost of such Additional Rent audit, provided in no event shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration reimbursement exceed the sum of the superseding lease$10,000.00. (vi) IfAt Landlord’s option, during Landlord shall have the Term right to either compute increases in Operating Expenses and increases in Real Estate Taxes separately on a building by building basis (i.e. with respect to each of Tower 1, Tower 2 and Tower 3), or compute such increases by (x) aggregating the Operating Expenses for Tower 1, Tower 2, and Tower 3, and (y) aggregating the Real Estate Taxes for Tower 1, Tower 2, and Tower 3 (i.e., the increases in Operating Expenses and increases in Real Estate Taxes shall be computed on a separate basis). To the extent such increases are calculated on a building by building basis, (x) the provisions of Sections 4(c) and 4(d) shall be applicable on a separate basis to each of Tower 1, Tower 2, and Tower 3, and (y) Tenant’s Proportionate Share shall be calculated separately with respect to each of Tower 1, Tower 2, and Tower 3, by dividing the rentable square footage leased by Tenant in the applicable tower and dividing such amount by the total rentable square footage in the applicable tower, with all such measurements being made in accordance with the BOMA Method and all such measurements being subject to revision in accordance with the provisions of Section 2(d) above. As of the date of this Lease, there Landlord intends to charge all such expenses on a building by building basis. Notwithstanding anything in this Lease to the contrary, in no event shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes methodology of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that increases result in Landlord shall make being reimbursed on a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure Tower-by-Tower basis in any calendar year by the useful life tenants of the improvement) plus interest each Tower for more than Landlord’s actual operating expenses and real estate taxes. Landlord shall, in good faith, compute all such costs and expenses in a fair and equitable manner on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principlesconsistent basis.

Additional Rent Estimates and Adjustments. (i) On In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant for each calendar year a written statement of Landlord’s estimate of the amount of the charges described in Paragraph 4, together with the amount of Tenant’s Additional Rent which is estimated to result from such charges. Tenant shall pay each month one-twelfth (1/12th) of Landlord’s estimate of the Basic Operating Charges for such year. Landlord may revise its estimate of Basic Operating Charges at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant’s Proportionate Share thereof. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. Tenant shall, in all cases, continue to make monthly payments of Basic Operating Charges based on the last estimate received from Landlord until it receives a revised or before April 30 updated estimate. (or as soon thereafter as practicableii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments. Tenant shall make the monthly incremental payments of estimated Additional Rent together with its installments of Basic Monthly Rent. (iii) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses Charges for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, as Additional Rentthe excess, any amounts due from if any, of the actual Basic Operating Charges over the amount paid by Tenant on account of Excess during the previous year for such charges. If the amount paid by Tenant during the previous year exceeded the actual Basic Operating Expenses Charges for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of Basic Rent to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds the actual Basic Operating Charges for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge statement for such calendar year. (iv) Contemporaneously with presentation Within ten (10) days after receipt of Landlord's ’s statement showing actual figures for the year, Landlord Tenant shall furnish have the right to Tenant, in writing, request a detailed statement of Basic Operating Expenses Charges prepared by Landlord and copies of Real Estate Tax bills, which shall be supplied to Tenant within a reasonable time after Tenant’s written request. No such request shall extend the time for payments as set forth in Section 4(d) or Section 4(d)(iii) above. Unless Tenant asserts specific error(s) and supports such errors, in writing, within fifteen (15) days after Landlord has complied with Tenant’s request, Tenant shall waive the right to contest the statement of actual figures for the year submitted by Landlord. If it shall be determined that there is an error in Landlord's ’s statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (a) In order to provide for current monthly payments of additional rent, Landlord shall submit to Tenant prior to January 1st of each year a statement of Xxxxxxxx's estimate of the amount of the increases described in section 2.2 above together with the amount of Tenant's additional rent which is estimated to result from such increases. Commencing on the date stipulated in section 1.5, and continuing throughout the remaining term of this Lease, Tenant shall pay each month one-twelfth (1/12th) of Tenant's pro rata share of Landlord's estimate of the increase in each year for (i) On or before April 30 real estate taxes and (or as soon thereafter as practicableii) operating expenses, over such items for the Base Year. In addition, Tenant shall pay each month one-twelfth (1/12th) of Landlord's estimate of the annual rent increase due to the percentage increase in the Consumer Price Index over the Base Period. (b) If payment of additional rent begins on a date other than January 1st under this Lease, in order to provide for current payments of additional rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord's estimate of Xxxxxx's additional rent for that partial year, stated in monthly increments, resulting from the increases described in section 2.2 above. Tenant shall make these payments of estimated additional rent together with its installments of base monthly rent. (c) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses real estate taxes and operating expenses for the preceding fiscal year ended during such calendar year over such costs for the Base Operating Expense Amount, setting forth Year and the actual increase attributable to the increase in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and Consumer Price Index over the Base Period. Such statement shall also indicate the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, Tenant's excess payment or underpayment based on Landlord's estimate. If additional rent paid by Tenant to Landlord during the preceding calendar year on account shall be in excess of, or less than, the aggregate of its share of the Excess Operating Expenses actual increase incurred by Landlord for such preceding year; real estate taxes and (iii) operating expenses, and the amount actual increase attributable to the increase in the Consumer Price Index, Landlord and Tenant agree to make the appropriate adjustment following the submission of Xxxxxxxx's statement. Tenant shall either pay any additional rent due from Tenant on account with the installment of rent due for the Excess Operating Expenses for such preceding yearmonth following submission of Landlord's statement, or the amount pay any additional rent due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's receipt of such statement, as Additional Rent, any amounts due from Tenant on account of Excess Operating Expenses for if the preceding yearLease term has expired or is otherwise terminated. Tenant shall also make payments to Landlorddeduct its excess payment, on account if any, from the installment of rent for such month, or following the final year of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating ExpensesLease term, Tenant shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the payment is be reimbursed for any excess payments made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statement, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iiid) Landlord shall refund any overpayment made by Tenant within thirty Within ten (3010) days after Landlord's submission to Tenant of the aforesaid operating charge statement for such calendar year. (iv) Contemporaneously with presentation receipt of Landlord's statement showing actual figures for the year, Landlord Xxxxxx shall furnish have the right to Tenant, in writing, a detailed request copies of real estate bills and an unaudited statement of Basic Operating Expenses and copies "operating expenses of Real Estate Tax billsthe building" prepared by Xxxxxxxx's certified public accountant, which shall be supplied to Tenant within a reasonable time after Xxxxxx's written request. Unless Tenant asserts specific error(s) within thirty (30) days after Landlord has complied with Xxxxxx's request, Tenant shall have no right to contest the statement of actual figures for the year submitted by Landlord. No such request shall extend the time for payments as set forth in this section 2.3 above. If Tenant has given proper notice, and if it shall be determined that there is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, orwhich shall be applied to the next installment of rent or refunded to a Tenant who has vacated the premises, if Landlord billed Tenant less than should have been billed to Tenant, or Tenant shall pay be billed for any underpayment and shall remit any amount owing to Landlord within ten (10) days of receipt of such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become duestatement. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (viie) In the event that Tenant questions the validity of the statement of operating expenses submitted by Landlord, Tenant shall have the right to examine or have its accountant examine at the office of Landlord's accountant the books and records from which such statement has been prepared. No such examination shall extend the time for payments due in accordance with this section 2.3, however. Tenant shall pay upon demand a reasonable sum to reimburse Landlord for the costs of services of Landlord's accountant in cooperating and assisting in the examination. If any error amounting to more than five (5) percent in the operating expenses statement is found, Landlord shall make a capital expenditure for an Essential Capital Improvement (bear its accountant's costs as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principlesaforesaid.

Additional Rent Estimates and Adjustments. (a) In order to provide for current monthly payments of additional rent, Landlord shall submit to Tenant prior to January 1st of each year a statement of Landlord's estimate of the amount of the increases described in Section 2.2 above together with the amount of Tenant's additional rent which is estimated to result from such increases. Commencing on the date stipulated in Section 1.5, and continuing throughout the remaining term of this Lease, Tenant shall pay each month one-twelfth (1/12th) of Tenant's pro rata share of Landlord's estimate of the increase in each year for (i) On or before April 30 real estate taxes and (or as soon thereafter as practicableii) operating expenses, over such items for the Base Year. In addition, Tenant shall pay each month one-twelfth (1/12th) of Landlord's estimate of the annual rent increase due to the percentage increase in the Consumer Price Index over the Base Period. (b) If payment of additional rent begins on a date other than January 1st under this Lease, in order to provide for current payments of additional rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord's estimate of Tenant's additional rent for that partial year, stated in monthly increments, resulting from the increases described in Section 2.2 above. Tenant shall make these payments of estimated additional rent together with its installments of base monthly rent. (c) After the end of each calendar year, Landlord will as soon as practicable submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses real estate taxes and operating expenses for the preceding fiscal year ended during such calendar year over such costs for the Base Operating Expense Amount, setting forth Year and the actual increase attributable to the increase in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and Consumer Price Index over the Base Period. Such statement shall also indicate the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, Tenant's excess payment or underpayment based on Landlord's estimate. If additional rent paid by Tenant to Landlord during the preceding calendar year on account shall be in excess of, or less than, the aggregate of its share of the Excess Operating Expenses actual increase incurred by Landlord for such preceding year; real estate taxes and (iii) operating expenses, and the amount actual increase attributable to the increase in the Consumer Price Index. Landlord and Tenant agree to make the appropriate adjustment following the submission of Landlord's statement. Tenant shall either pay any additional rent due from Tenant on account with the installment of rent due for the Excess Operating Expenses for such preceding yearmonth following submission of Landlord's statement, or the amount pay any additional rent due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's receipt of such statement, as Additional Rent, any amounts due from Tenant on account of Excess Operating Expenses for if the preceding yearLease term has expired or is otherwise terminated. Tenant shall also make payments to Landlorddeduct its excess payment, on account if any, from the installment of rent for such month, or following the final year of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating ExpensesLease term, Tenant shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the payment is be reimbursed for any excess payments made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statement, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iiid) Landlord shall refund any overpayment made by Tenant within thirty Within ten (3010) days after Landlord's submission to Tenant of the aforesaid operating charge statement for such calendar year. (iv) Contemporaneously with presentation receipt of Landlord's statement showing actual figures for the year, Landlord . Tenant shall furnish have the right to Tenant, in writing, a detailed request copies of real estate bills and an unaudited statement of Basic Operating Expenses and copies "operating expenses of Real Estate Tax bills. If it the building" prepared by Landlord's certified public accountant, which shall be determined that there is an error in Landlordsupplied to Tenant within a reasonable time after Tenant's statementwritten request. Unless Tenant asserts specific error(s) within thirty (30) days after Landlord has complied with Tenant's request, Tenant shall be entitled have no right to a credit contest the statement of actual figures for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to the year submitted by Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) No such request shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) extend the time for payments as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to set forth in this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.2.3

Additional Rent Estimates and Adjustments. (i) On or before April 30 In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to January 1st of each year a written statement of Landlord’s estimate of the amount of operating expenses, together with the estimated amount of Tenant’s Additional Rent. Commencing on the Commencement Date sand continuing throughout the Lease Term, Tenant shall pay each month one-twelfth (or as soon thereafter as practicable1/12th) of Tenant’s Proportionate Share of Landlord’s estimate of the operating expenses. Landlord may revise its estimate of operating expenses at any time during a calendar year by written notice to Tenant, setting forth such revised estimate and Tenant’s Proportionate Share of the estimated operating expenses. In such event, all monthly payments made by Tenant after such notice shall be in an amount calculated on the basis of such revised estimate. ​ (ii) If payment of Additional Rent begins on a date other than January 1st under this Lease, in order to provide for current payments of Additional Rent through December 31st of that partial calendar year, Landlord shall submit to Tenant a statement of Landlord’s estimate of Tenant’s Additional Rent for that partial year, stated in monthly increments. Tenant shall make the monthly incremental payments of estimated Additional Rent, together with its installments of operating expenses. (iii) Within six (6) months after the end of each calendar year, Landlord will submit to Tenant a comparative statement of the actual increases incurred in Basic Operating Expenses for the preceding calendar year over the Base Operating Expense Amount, setting forth in reasonable detail: (i) a schedule of Basic Operating Expenses operating expenses for the preceding calendar year, and the amount of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, as Additional RentTenant’s Proportionate Share of the excess, any amounts due from if any, of actual operating expenses over the projected operating expenses. If the amount paid by Tenant on account during the previous year exceeded Tenant’s share of Excess Operating Expenses actual operating expenses for the preceding year. Tenant shall also make payments to Landlord, on account of the Excess Operating Expenses for the then current calendar year, as follows: (A) On the first day of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant excess shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the be credited toward payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementinstallment of operating expenses to be paid by Tenant after Tenant receives said statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant’s share of actual operating expenses for such year, the minimum monthly installments of rent due hereunder shall be increased by an amount equal to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by pay Tenant the excess amount within thirty (30) days after Landlord's ’s submission to Tenant of the aforesaid operating charge expense statement for such calendar year. (iv) Contemporaneously with presentation Within thirty (30) days after receipt of Landlord's ’s statement showing actual figures for the year, Landlord Tenant shall furnish have the right to request a statement of operating expenses of the Building and copies of real estate tax bills, which shall be supplied to Tenant within a reasonable time after Tenant’s written request. No such request shall extend the time for payments as set forth in Section 4(c) or Section 4(d)(iii) above. Unless Tenant asserts specific error(s) and supports such errors, in writing, a detailed within thirty (30) days after Landlord has complied with Tenant’s request, Tenant shall waive the right to contest the statement of Basic Operating Expenses and copies of Real Estate Tax billsactual figures for the year submitted by Landlord. If Tenant timely asserts specific error(s) and supports such errors, in writing, and it shall be determined that there is an error in Landlord's ’s statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant, Tenant shall pay such difference to Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent shall survive the expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.

Additional Rent Estimates and Adjustments. (i) On In order to provide for current monthly payments of Additional Rent, Landlord shall submit to Tenant prior to the Rent Commencement Date and thereafter before the beginning of each calendar year a written statement of Landlord’s estimate of the increase in Basic Operating Charges for such calendar year over the Base Operating Expense Amount and the amount of Tenant's Increase Charges (the "Estimate Statement"). The Estimate Statement shall be in a form substantially similar to the form of the statement attached hereto as Exhibit O. Beginning on the later to occur of (i) the first anniversary of the Rent Commencement Date and (ii) thirty (30) days after Tenant's receipt of the initial Estimate Statement, Tenant shall pay each month one-twelfth (1/12th) of Landlord’s reasonable estimate of Tenant's Increase Charges. To the extent that the Estimate Statement shows an increase in Basic Operating Charges of more than four percent (4%) of the actual amount of Basic Operating Charges for the prior calendar year, then upon receipt of written request from Tenant, Landlord shall promptly provide Tenant with a written explanation for the estimated increase in Basic Operating Charges in excess of four percent (4%). Landlord may revise its Estimate Statement at any time during a calendar year [but not more often than one (1) time per calendar year] by written notice to Tenant, setting forth such revised estimate of the increase in Basic Operating Charges for such calendar year over the Base Operating Expense Amount, the amount of Tenant's Increase Charges and a reasonably detailed explanation for such revised estimate. In such event, all monthly payments due from Tenant beginning after the date which is thirty (30) days after receipt of such revised Estimate Statement shall be in an amount calculated on the basis of such revised estimate. Tenant shall, in all cases, continue to make monthly payments of Basic Operating Charges based on the last estimate received from Landlord until it receives a revised or before April 30 updated estimate in which event Tenant shall make monthly payments in accordance with the terms of this paragraph. (or as soon thereafter as practicableii) After the end of each calendar year, Landlord will submit submit, as soon as practicable but in no event later than the date (the "Annual Statement Deadline Date") which is five (5) months after the end of the calendar year, to Tenant a comparative reasonably detailed statement (the "Annual Statement") prepared on a line item basis and in a consistent format, showing the actual Basic Operating Charges incurred in the preceding calendar year and the increase of the actual increases incurred in Basic Operating Expenses Charges for the preceding calendar year over the Base Operating Expense Amount (the "Annual Increase Amount, setting forth "). The Annual Statement shall be generally in reasonable detail: (i) a schedule of Basic Operating Expenses for the preceding calendar year, and the amount form of the Excess Operating Expenses for such preceding year; (ii) the amount, if any, paid by Tenant to Landlord during the preceding calendar year on account of the Excess Operating Expenses for such preceding year; and (iii) the amount due from Tenant on account of the Excess Operating Expenses for such preceding year, or the amount due from Landlord to Tenant because of overpayment by Tenant on account of Excess Operating Expenses. Landlord's comparative statement of Operating Expenses shall also include Landlord's good faith estimate of Excess Operating Expenses for the then-current calendar year and an estimated "Monthly Portion of Excess Operating Expenses" equal to one-twelfth (1/12) of said good faith estimate of Excess Operating Expenses. (ii) attached hereto as Exhibit P. Tenant shall pay Landlord, within thirty (30) days of Tenant's ’s receipt of such statement, as Additional Rentthe excess, any amounts due from Tenant on account if any, of Excess Operating Expenses for the preceding year. Tenant shall also make payments to Landlord, on account Tenant’s Proportionate Share of the Excess Operating Expenses for Annual Increase Amount over the then current calendar year, amount paid by Tenant during the previous year as follows: (A) On its share of such increases based on the first day Estimated Statement. If the amount paid by Tenant during the previous year based on the Estimated Statement exceeded Tenant’s Proportionate Share of the first full month following receipt by Tenant of the Landlord's comparative statement of Basic Operating Expenses, Tenant shall pay to Landlord an amount equal to the Monthly Portion of Excess Operating Expenses multiplied by the number of months elapsed in the current calendar year (including the month in which the payment is made); and (B) Commencing on the first day of the second full month following receipt by Tenant of Landlord's comparative statement of Basic Operating Expenses, and continuing until the receipt by Tenant of the next annual comparative statementAnnual Increase Amount, the minimum monthly installments of rent due hereunder shall excess amount shall, at Tenant's election, be increased by an amount equal paid to the Monthly Portion of Excess Operating Expenses. (iii) Landlord shall refund any overpayment made by Tenant within thirty (30) days after Landlord's ’s submission to Tenant of the Annual Statement or credited toward payment of the next installment of Basic Monthly Rent to be paid by Tenant after Tenant receives said Annual Statement from Landlord. If the amount paid by Tenant during the last calendar year of the Lease Term exceeds Tenant’s Proportionate Share of the Annual Increase Amount for such year, Landlord shall pay Tenant the excess amount within thirty (30) days after Landlord’s submission to Tenant of the aforesaid operating charge statement for such calendar year. (iv) Contemporaneously with presentation of Landlord's statement showing actual figures for . In the year, event Landlord shall furnish have failed to deliver the Annual Statement by the Annual Statement Deadline Date, interest shall accrue at the Default Rate, on the amount of the overpayment from the Annual Statement Deadline Date until the date that Landlord shall have delivered the Annual Statement (and any such accrued interest shall be paid to Tenant at the same time that Landlord pays the excess to Tenant, in writing, a detailed statement of Basic Operating Expenses and copies of Real Estate Tax bills) . If it shall be determined that there the amount paid by Tenant during the last calendar year of the Lease Term is an error in Landlord's statement, Tenant shall be entitled to a credit for any overpayment, or, if Landlord billed Tenant less than should have been billed to Tenant’s Proportionate Share of the Annual Increase Amount for such year, Tenant shall pay Landlord the underpaid amount within thirty (30) days after Landlord’s submission to Tenant of the aforesaid operating charge statement for such difference to calendar year. Landlord. Any payment, refund or credit made pursuant to Section 4(c) or 4(d) shall be made without prejudice to any right of Tenant to dispute, or of Landlord to correct, any item(s) as billed pursuant to the provision hereof; provided, however, such right to correct or adjust rental payments shall terminate at the expiration of two (2) years after the date any payment shall have become due. (v) Tenant's obligation to pay any Additional Rent accruing during the Lease Term pursuant deliver an Annual Statement with respect to this Section shall apply pro rata to the proportionate part of the calendar year as to Basic Operating Expenses, in which this Lease begins shall expire or ends, for the portion of each such year during which this Lease is in effect. Such obligation to make payments of such Additional Rent terminate shall survive the termination or expiration or sooner termination of the Lease Term, whether or not this Lease is superseded by a subsequent lease of the Leased Premises or of any other space or Tenant leaves the Building; any such superseding lease shall not serve to supersede Tenant's obligation for any such additional rent unless it makes express reference thereto and recites that such additional rent is abated in consideration of the superseding lease. (vi) If, during the Term of this Lease, there shall be a reduction or elimination of any particular component of Basic Operating Expenses by reason of the introduction of a labor-saving device, energy conservation device, capital improvement or replacement installed by Landlord, the corresponding item of expense in the Base Operating Expense shall be eliminated or reduced in the same proportion as the reduction of that item in the Basic Operating Expense for the purposes of calculating Tenant's share of Excess Operating Expenses. (vii) In the event that Landlord shall make a capital expenditure for an Essential Capital Improvement (as hereinafter defined) during the Term of this Lease, the annual amortization of such expenditure (determined by dividing the amount of the expenditure by the useful life of the improvement) plus interest on the unamortized balance at the rate actually paid by Landlord for funds borrowed by Landlord to construct or otherwise provide such Essential Capital Improvement, shall be deemed an Operating Expense for each year of such useful life. As used herein, an "Essential Capital Improvement" means any of the following: (A) a labor saving device or other installation, improvement or replacement which reduces Operating expenses; (B) an installation or improvement required by reason of any law, ordinance or regulation of any governmental or quasi-governmental body, which requirement did not exist (or was not applicable to the Building) on the date of execution of this Lease; or (C) an installation or improvement which directly enhances the safety of tenants in the Building generally (as, for example, but without limitation, for fire safety or security); provided, however, any expense treated as an Essential Capital Improvement hereunder must, at Tenant's option and expense, be certified by independent auditors for Landlord as constituting an Essential Capital Improvement under generally accepted accounting principles.