Common use of Additional Rent Clause in Contracts

Additional Rent. Seller, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Taxes during such year and a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide an Expense Statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If Seller collected the Expense Statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated prepayments Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Expense Pass-Throughs in excess of any tenant's share of such expensesPeriod, then, if the excess can be determined by the Closing, Buyer Tenant shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a therefor. The credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts applied to future monthly payments attributable to the appropriate tenantsAdditional Rent, or if this Lease has expired, such amount shall be refunded to Tenant. If Seller collected estimated prepayments Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Pass-Throughs attributable Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is terminated pursuant to any period after Closingthe terms of this Lease, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenanton a date other than December 31, and then, at the end option of such tenant's lease yearLandlord, or the calendar yearLandlord may, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period either prior to the Closingdate on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the extent previously paid to Operating Expenses and Taxes for the Operating Period in which such expiration or collected by Sellertermination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be refunded by Seller prorated to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, reflect the portion of such shortfall allocable Operating Period that is contained within the Term (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the period prior to prorated Additional Rent reflected in the Closing, to Final Expense Estimate within thirty (30) days after Tenant’s receipt of such Final Expense Estimate; (ii) the extent not previously paid to or collected by Seller, estimated amount of the Additional Rent for the final Operating Period shall be paid by Buyer to Seller. Notwithstanding binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the foregoing, there shall, however, be an initial proration at Closing with regard to all actual Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders Expenses and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Taxes for such Operating Period are greater than those reflected in the Final Expense Pass-ThroughsEstimate, so nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Statement. In the event that Buyer can complete Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the year-end reconciliation xxxxxxxx of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Tenants for Operating Expense Pass-ThroughsLandlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. SellerFor purposes of this Lease, as landlord under Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the Leases, is currently collecting from tenants under product of (a) Net Rentable Area of the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses Premises MULTIPLIED BY (collectively, "b) the difference between (i) the Operating Expenses PassDIVIDED BY the Net Rentable Area of the Building MINUS (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for the balance of the Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and re-Throughs") incurred estimate the Additional Rent to be due by Seller Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in connection accordance with the ownershipestimation so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearthe Fiscal Year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant have paid all of the amounts in reconciliation Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term, and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Operating Expense pass-Throughs Additional Rent due by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal Year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund allocable to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and the estimated Additional Rent paid by Tenant during such year. In the event that Tenant is not satisfied with the statements of actual Additional Rent submitted by Landlord, Tenant shall have the annual right, at Tenant's expense and after giving twenty (20) days' prior written notice to Landlord, to cause a nationally recognized firm of independent certified public accountants reasonably acceptable to Landlord (similar to the period "big six" firms as that term is used on the date hereof) to make a special audit of all books and records pertaining to the Operating Expenses and the statements of Additional Rent for any periods within two (2) Fiscal Years prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shallreview; provided, however, be an initial proration at Closing with regard no review shall extend to all periods of time preceding the Fiscal Year within which the Commencement Date falls. If any such audit reveals that Landlord overcharged Tenant for Operating Expense Pass-Throughs. The Seller shall provide Buyer no later Expenses by more than ten five percent (105%) days before in any one year, Landlord will pay the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs proportionate cost for such audit for the Property incurred year(s) in which Landlord was found to have overcharged Tenant in excess of five percent (5%). If any such audit indicates that the statement submitted to Tenant is incorrect, Landlord shall pay to Tenant any overpayment or Tenant shall pay to Landlord any underpayment, as the case may be, which is established by Seller prior and up any such audit. Any payments required to be made by the parties pursuant to the Closing Date, together with evidence preceding sentence shall be due and payable within thirty (30) business days after receipt of all amounts collected such audit by tenants as of the Closing Date for party required to make such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughspayment.

Additional Rent. SellerTenant covenants to pay without notice, deduction, set-off or abatement to Landlord the Additional Rent in lawful money of the United States in equal consecutive monthly installments in advance on the first day of each month during the Lease Term. Additional Rent for any partial month shall be prorated on a per diem basis. Additional Rent shall be payable to Landlord at Landlord's Address or such other place as Landlord may designate in writing. In order to provide for current payments of Additional Rent, Tenant agrees to pay an amount of Additional Rent reasonably estimated by Landlord from time to time commencing on the first day of the month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as landlord under finally determined, the Leasesamount of Additional Rent owing by Tenant shall be greater than or less than the aggregate of all installments so paid to Landlord for each calendar year, is currently collecting from tenants under the Leases additional rent Tenant shall pay to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with Landlord the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share amount of such expensesunderpayment, then, if the excess can be determined by the Closing, Buyer or Landlord shall receive a credit Tenant for the excess oramount of such overpayment, if as the excess cannot be determined at Closingcase may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and then to adjust such estimate in the following year based on the actual amount of Additional Rent owing. The obligation of Tenant with respect to the payment of Additional Rent shall survive the termination of this Lease. Any payment, Buyer shall receive a refund or credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer made pursuant to this paragraph shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable made without prejudice to any period after Closing, Seller shall pay or credit any such amounts right of Tenant to Buyer at Closing. To dispute the extent that estimated payments amount of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearAdditional Rent owing, or the calendar yearright of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the date Landlord notifies Tenant of the amount of Additional Rent owing, Tenant or its authorized agent shall have the right to inspect the books of Landlord during the business hours of Landlord at such location that Landlord may specify, for the purpose of verifying such amount. Unless Tenant asserts specific errors within such 30 days, such estimated amounts are notification by Landlord shall be deemed to be recalculated based upon actual amounts for that lease year or calendar year, with correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time amount of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsBase Rent payable hereunder.

Additional Rent. Seller(i) In addition to the Base Rent hereinabove reserved, Subtenant shall pay Sublandlord as landlord additional rent for the period beginning with the Commencement Date and during the entire Sublease Term an amount equal to _____% ("Subtenant's Proportionate Share") of all amounts and charges that are attributable to the use and occupancy of the Overleased Premises, including, without limitation, payments with respect to operating expenses, electric current costs, insurance and taxes, payable by Sublandlord to Overlandlord pursuant to the Xxxxxxxxx to the extent such amounts are charged to Sublandlord as tenant under the LeasesXxxxxxxxx. All such amounts of additional rent shall be payable after they are billed to Sublandlord, and Subtenant shall pay such amounts to Sublandlord within the same period of time as payment is currently collecting from tenants required by Sublandlord as tenant under the Leases additional rent Xxxxxxxxx. Any statement from Overlandlord for such amounts pursuant to cover taxesthe Xxxxxxxxx shall be conclusive upon Subtenant. The obligations of Subtenant hereunder shall survive the Expiration Date or earlier termination of this Sublease and shall include amounts payable for the entire Sublease Term even if not billed by Overlandlord or Sublandlord prior to the Expiration Date or earlier termination. Notwithstanding anything contained in this Article, insuranceat any time during the Sublease Term, utilitiesthe Sublandlord based on the Overlandlord's statement, maintenance if any, or based on Sublandlord's estimates of Subtenant's Proportionate Share based on the amounts payable in the prior Sublease Year and other operating costs reasonable projections for the current Sublease Year, may estimate the amount of Subtenant's Proportionate Share for any subsequent Sublease Year and expenses require Subtenant to pay one-twelfth (collectively1/12) of such annual estimate each month at the same time Base Rent payments are due. At the end of each Sublease Year, "Operating Expenses Pass-Throughs") incurred by Seller in connection or sooner at the Sublandlord's election, such estimated payments shall be compared to the actual amount paid for such Sublease Year and any overpayment will be applied to the Rent next due, and any underpayment will be due with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimateRent next due, and the parties Subtenant's Proportionate Share for the twelve-month period immediately following shall make an adjusting payment between them when the correct amount can again be determined. In either event, Buyer estimated by Sublandlord based on current costs and estimates and one-twelfth (1/12) thereof shall be payable each month for the following year, until adjusted again pursuant to this Article. Sublandlord and Subtenant acknowledge that Subtenant has been occupying the Subleased Premises prior to the Commencement Date, and Subtenant agrees that it is and shall remain responsible for crediting or repaying those payment of all amounts and charges that are attributable to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, use and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant occupancy of the amounts in reconciliation of actual Operating Expense pass-Throughs Subleased Premises for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to Commencement Date during which Subtenant has been occupying the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsSubleased Premises.

Additional Rent. SellerLessee agrees to pay as additional rent, without deduction or set-off of any kind except as otherwise set forth herein, Lessee’s pro rata share of all ad valorem taxes and installments of special assessments (including dues and assessments by means of deed restrictions and/or owner’s associations) lawfully levied or assessed against the Building (as hereinafter defined) of which the Leased Premises are a part and any and all insurance required herein or which is standard for similar projects (specifically including fire and casualty, commercial general liability and rent loss insurance). Said ad valorem taxes, assessments and insurance shall be prorated and paid on or before the first day of every month commencing on the Commencement Date, in advance, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover rent. The pro ration shall be based upon Lessor’s estimate of ad valorem taxes, assessments and insurance for the current calendar year, provided, that in the event Lessor is required under a mortgage, deed of trust, underlying lease or loan agreement covering the Building to escrow ad valorem taxes, assessments or insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer Lessor may but shall receive a credit for the excess or, if the excess cannot be determined at Closingobligated, Buyer shall receive to use the amount required to be escrowed as a credit based upon basis for its estimate. There will be an estimateannual accounting as to actual ad valorem taxes, assessments and the parties shall make an adjusting insurance and appropriate payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closingcredits made. To the extent that estimated payments the Commencement Date or termination date of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at this Lease is not on the end first day of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or last day of the calendar yearyear respectively, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs Lessees liability for such tenant ad valorem taxes, assessments and insurance shall be finally prorated between Seller subject to a pro rata adjustment based on the number of days of any such year during which the Term is in effect. Lessee shall have the right at its expense to contest or appeal by appropriate proceedings any value assessment rendered by applicable taxing authorities and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there Lessor shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, cooperate to the extent previously paid reasonably necessary in such contest or appeal. To the extent the Leased Premises are part of a multi-occupancy building, Lessee shall pay a pro rata share of such ad valorem taxes, assessments and insurance, such pro rata share to or collected be equal to the product obtained by Sellermultiplying the total of such real property taxes assessments and insurance by a fraction, the numerator of which shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds number of square feet of floor area of the estimated amount paid by such tenant, Leased Premises and the shortfall is collected by Buyer from such tenant, the portion denominator of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, which shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before number of square feet of floor area in the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for Building of which the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsLeased Premises are a part.

Additional Rent. Seller, as landlord under the Leases, (a) At least five (5) days prior to each date on which any payment on account of Additional Rent is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by Carlo Pazolini to CIT pursuant to the terms of the Sublease or to Landlord pursuant to the terms of the Lease, Mesoblast shall pay to Carlo Pazolini the corresponding amount due to CIT pursuant to this Sub-Sublease. In addition, commencing on January 1, 2015, at least five (5) days prior to each date thereafter on which any tenant, and at the end payment in respect of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing Taxes (as the proration date. At the time(sdefined in Section 3.01(D) of final calculation the Lease) (“CP’s Tax Payment”) and collection from Operating Expenses (or refund toas defined in Section 3.03(E) each tenant of the amounts in reconciliation of actual Lease), (“CP’s Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded toPayment”) each tenant. In furtherance of the foregoing, if, with respect is required to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer Carlo Pazolini to SellerCIT pursuant to Section 4(c) of the Sublease, Mesoblast shall pay to Carlo Pazolini the amounts by which CP’s Tax Payment and CP’s Operating Payment exceed the respective amounts of CP’s Tax Payment and CP’s Operating Payment payable by Carlo Pazolini to CIT for the 2014 calendar year. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than Within ten (10) days before after receipt of Landlord’s Statement, Carlo Pazolini shall furnish to Mesoblast a statement setting forth CP’s Tax Payment payable on June 1 and December 1 of the Closing Date with invoices, purchase orders following calendar year and other documentation sufficient to establish CP’s Operating Expense Pass-Throughs Payment payable each month for the Property incurred following calendar year, which statement shall be based on the corresponding statements or estimates received from Landlord or CIT, as applicable, for such year. In addition, Carlo Pazolini shall furnish to Mesoblast, promptly after receipt thereof by Seller prior Carlo Pazolini, copies of (i) any Landlord Statements (as defined in the Lease) or Landlord estimates with respect to Tenant’s Operating Payments or Tenant’s Tax Payments (each of such terms, as defined in the Lease) received from Landlord or CIT and up (ii) any notices, estimates or statements received from CIT relating to CP’s Operating Payments and/or CP’s Tax Payments. If Carlo Pazolini shall receive any refund or credit with respect to any overpayment by Carlo Pazolini of CP’s Operating Payments and/or CP’s Tax Payments for any year with respect to which Mesoblast has made payments of Additional Rent for same pursuant to this Paragraph 4(a), Carlo Pazolini shall within ten (10) business days after receipt of such refund pay to Mesoblast or credit against Additional Rent payments next coming due hereunder the portion of such refund that relates to the Closing Date, together with evidence of all amounts collected respective Additional Rent paid by tenants as of the Closing Date Mesoblast under this Paragraph 4(a) for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Taxes during such year and a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If Seller collected such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated prepayments Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Expense Pass-Throughs in excess of any tenant's share of such expensesPeriod, then, if the excess can be determined by the Closing, Buyer Tenant shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a therefor. The credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting applied to future monthly payments attributable to Rent, or repaying those amounts if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the appropriate tenantsexpress terms of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. If Seller collected estimated prepayments Provided, however, that in the event that the Term of Operating Expense Pass-Throughs attributable this Lease expires, or is terminated pursuant to any period after Closingthe terms of this Lease, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenanton a date other than December 31, and then, at the end option of such tenant's lease yearLandlord, or the calendar yearLandlord may, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period either prior to the Closingdate on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the extent previously paid to Operating Expenses and Taxes for the Operating Period in which such expiration or collected by Sellertermination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be refunded by Seller prorated to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, reflect the portion of such shortfall allocable Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the period prior to prorated Additional Rent reflected in such statement within thirty (30) days after Tenant’s receipt of such estimate; (ii) the Closing, to estimated amount of the extent not previously paid to or collected by Seller, Additional Rent for the final Operating Period shall be paid by Buyer to Seller. Notwithstanding binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the foregoing, there shall, however, be an initial proration at Closing with regard to all actual Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders Expenses and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Taxes for such Operating Period are greater than those reflected in the Final Expense Pass-ThroughsEstimate, so but Landlord shall refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Estimate. In the event that Buyer can complete Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the year-end reconciliation xxxxxxxx of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Tenants for Operating Expense Pass-ThroughsLandlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. SellerTenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), as landlord (ii) Landlord's actual cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the actual cost of any maintenance performed by Landlord under the LeasesParagraph 12A(2) below or which, in Landlord's reasonable discretion, is currently collecting from for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management ADJUSTMENTS). During each month of the Premisesterm of this Lease, on the same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional Rent an amount equal to 1/12 of Tenant's Proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon Landlord's good faith estimates for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual cost of all Adjustments. If Seller collected estimated prepayments Tenant's total payments are less than Tenant's Proportionate Share of Operating Expense Pass-Throughs in excess the actual costs of any tenant's share of all such expensesitems, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller Tenant shall pay or credit any such amounts the difference to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than Landlord within ten (10) days before after demand. If the Closing Date with invoicestotal payments of Tenant are more than Tenant's Proportionate Share of the actual costs of all such items, purchase orders Landlord shall notify Tenant of such and other documentation sufficient to establish Operating Expense Pass-Throughs retain such excess and credit it against Tenant's next. monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's Proportionate Share of the Adjustments for the Property incurred by Seller prior and up to Lease Year in which the Closing Date, together with evidence date of all amounts collected by tenants this Lease occurs are as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.follows:

Additional Rent. SellerBeginning on the Sublease Commencement Date and continuing to the Sublease Expiration Date, but subject to Subtenant’s rights to the Abated Rent, Subtenant shall pay to Sublandlord as additional rent for this subletting all of Tenant’s Share of the Direct Expenses that are payable by Sublandlord to Master Landlord under the Master Lease, together with any and all other Additional Rent payable under the Master Lease, as landlord incorporated herein, and together with any and all other additional expenses, costs and charges payable to Master Landlord under the LeasesMaster Lease, is currently collecting from tenants under the Leases additional rent to cover taxesas incorporated herein, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Subtenant’s use of the Sublease Premises. If Seller collected estimated prepayments Sublandlord and Subtenant each understand, acknowledge and agree that Subtenant shall be obligated to pay Tenant’s Share of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit Direct Expenses for the excess or, if Sublease Premises during the excess canBase Rent Abatement Period where Base Rent is not be determined being charged. Tenant’s Share of Direct Expenses is currently calculated at Closing, Buyer shall receive a credit based upon an estimate, Twenty-Two Thousand Nine Hundred Forty-Seven and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s26/100 Dollars ($22,947.26) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shallper month; provided, however, that Subtenant further understands, acknowledges and agrees that Tenant’s Share of Direct Expenses is subject to adjustment, and is further subject to such other charges as are more particularly set forth in the Master Lease, as incorporated herein. Sublandlord agrees to promptly notify Subtenant of any increase in or other statements for the payment of Tenant’s Share of Direct Expenses or Additional Rent under the Master Lease, and of any other amounts owing to Master Landlord under the Master Lease, and Subtenant agrees to pay Sublandlord for all such additional amounts within thirty (30) days of receipt of Sublandlord’s written notice thereof. Subtenant shall be an initial proration at Closing with regard entitled to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before credits, if any, given by Master Landlord to Sublandlord for Sublandlord’s overpayment of such amounts during the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsTerm.

Additional Rent. SellerAll amounts, other than Base Rent, payable by Tenant to Landlord pursuant to the provisions of this Lease shall be payable as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with “Additional Rent”). The Base Rent and all Additional Rent are collectively referred to as “Rent.” During the ownershipTerm, operation, maintenance, and management Tenant shall pay to Landlord Tenant’s Proportionate Share of the PremisesTaxes, Landlord’s Insurance and Common Area Expenses as Additional Rent in monthly installments of one-twelfth (1/12th) of Landlord’s estimate of the Additional Rent due in any calendar year commencing on the Commencement Date and continuing on the first day of each successive month during the Term. Landlord may, from time to time, make reasonable adjustments in its estimate of Additional Rent. Subsequent Additional Rent deposits by Tenant for such year shall be based on the revised estimate of Additional Rent. Within sixty (60) days of the end of the calendar year for which estimates of Additional Rent were made, actual Additional Rent due for such year shall be calculated by Landlord and sent to Tenant. If Seller collected estimated prepayments Tenant’s Proportionate Share of Operating Expense Pass-Throughs in actual Additional Rent exceeds the deposits paid by Tenant based on Landlord’s estimates, Landlord shall xxxx Tenant for the excess amount and Tenant shall pay to Landlord said amount within thirty (30) days of any tenant's share receipt of such expensesbilling. If Tenant’s Proportionate Share of actual Additional Rent is less than the deposits paid by Tenant based on Landlord’s estimate thereof, thenTenant shall, if at the option of Landlord, be paid such excess can amount or be determined by the Closing, Buyer shall receive given a credit for the excess oramount against the next Additional Rent deposit due for the subsequent year. If the Term commences on any day other than the first day of January, or if the excess cannot be determined at ClosingTerm ends on any day other than the last day of December, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer any Additional Rent due Landlord shall be responsible for crediting pro-rated, based on a 365 day year. Upon expiration or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments termination of Operating Expense Pass-Throughs attributable to any period after Closingthis Lease, Seller Tenant shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments pro-rated amount within thirty (30) days of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end receipt of such tenant's lease yearbilling. This covenant shall survive the expiration or termination of this Lease. For purposes of this Lease, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant’s prorata share shall be finally prorated between Seller and Buyer at 66.28% (the time of “Proportionate Share”), it being agreed that such reconciliation with the tenant, using the Date of Closing percentage is subject to measurement as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts hereinafter provided in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsArticle 30.

Additional Rent. SellerThis Lease is a triple net lease, as landlord under the Leasesmeaning and intending that in addition to payment of Base Rent, is currently collecting from tenants under the Leases additional rent to cover Lessee shall pay directly or reimburse Lessor for Lessee’s proportionate share of all taxes, insuranceinsurance costs, utilitiesoperating costs, maintenance and other operating costs charges and expenses (collectively, "Operating Expenses Pass-Throughs") actually incurred by Seller Lessor in connection with the ownershipLeased Premises and the Building and Property, operationall as more particularly set forth hereinbelow (hereinafter “Additional Rent”). Lessee’s proportionate share shall be . Base Rent and Additional Rent may sometimes hereinafter be collectively referred to as “Rent”. Lessor’s common area expenses shall include all real estate taxes, maintenanceinsurance costs and premiums, common area electricity, management fees, office expenses, snow removal, landscaping, water and sewer charges, the maintenance of the HVAC, building sprinkler tests, operating costs, charges and expenses directly related to the building and property, association fees, and management all maintenance and repairs (collectively “Operating Expenses”). Lessor shall determine Estimated Operating Expenses as defined hereinbelow for each calendar year during the Term of the PremisesLease, as same may be extended. If Seller collected estimated prepayments of As used herein, Estimated Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, ifExpenses means, with respect to any tenanteach such calendar year, Lessor’s reasonable determination of the recalculated anticipated Operated Expenses, which determination shall be based on the prior year’s actual Operating Expense Pass-Throughs Expenses and reasonable projections of changes to same adjusted to reflect full occupancy for twelve (12) months. Commencing on the date that the first installment of Base Rent is less than the estimated amount paid by such tenantdue pursuant to Article 6, and a refund is paid by Buyer to such tenanton each day that subsequent installments of Base Rent are due thereafter, then the portion one-twelfth (1/12) of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Lessee’s proportionate share of Estimated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, Expenses shall be paid by Buyer Lessee to SellerLessor. Notwithstanding After presentation to Lessee following each calendar year during the foregoingTerm of a statement in reasonable detail summarizing the Operating Expenses for such calendar year, there an adjustment shall be made to account for actual Operating Expenses for such calendar year. If the total amount of Estimated Operating Expenses actually received by the Lessor from the Lessee for any calendar year shall be less than the Operating Expenses for such calendar year, then the amount of such difference shall be payable by the Lessee within twenty (20) days of receipt of the annual statement summarizing Operating Expenses. If the total amount of the Estimated Operating Expenses actually received by Lessor from Lessee for any calendar year shall be greater than the Operating Expenses for such calendar year, then the Lessor shall, howeverat its option, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten within twenty (1020) days before of delivery of the Closing annual statement summarizing Operating Expenses either pay to the Lessee the amount of such excess or credit an equal amount against the Lessee’s Rent obligations hereunder. In the event the Commencement Date and/or Expiration Date of the Lease do not coincide with invoicesthe first and last day of a calendar year respectively, purchase orders and other documentation sufficient Lessee’s obligation to establish Operating Expense Pass-Throughs pay Additional Rent for the Property incurred by Seller prior first and up to the Closing Date, together with evidence final lease years shall be adjusted proportionately. Initially Lessee shall pay Lessor Additional Rent of all amounts collected by tenants as of the Closing Date for such Estimated Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsExpenses (which includes estimated real estate taxes).

Additional Rent. SellerThis Lease is intended by Landlord and Tenant to be a net lease; accordingly, Tenant shall pay as additional rent each year the amount of Tenant’s Proportionate Share of Operating Costs for the Project during each Operating Year of the Lease Term (“Operating Cost Rent”). Landlord may make a good faith estimate of the Operating Cost Rent to be due by Tenant for any Operating Year or part thereof during the Lease Term. During each Operating Year or partial Operating Year of the Lease Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Minimum Monthly Rent, an amount equal to the estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate the Operating Cost Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the amount that would have been incurred had the Building been occupied to the extent of 100% during such Operating Year. Because the Building is one of several buildings in the Project, Operating Costs may be allocated among the buildings of the Project, as landlord under reasonably determined by Landlord. By May 1 of each Operating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs for the Leasesprevious year, is currently collecting from tenants under adjusted as provided above (the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "“Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the PremisesCosts Statement”). If Seller collected Tenant’s payments of estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share Cost Rent for the year covered by the Operating Costs Statement exceed Tenant’s Proportionate Share of such expensesitems as indicated in the Operating Costs Statement, thenthen Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that Tenant’s estimated payments of Operating Expense Pass-Throughs Costs for such year are required to be paid monthly by any tenant, and at the end less than Tenant’s share of such tenant's lease year, or items as indicated in the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenantCosts Statement, then Tenant shall promptly pay Landlord such deficiency, notwithstanding that the portion Term has expired and Tenant has vacated the Premises. For purposes of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten this Lease (10a) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.“

Additional Rent. SellerFor purposes of this Lease, Tenant’s “Additional Rent” for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the Operating Expenses, divided by the Net Rentable Area of the Building, all as landlord under applicable for the Leasesperiod in question. By the Commencement Date, is currently collecting from tenants under Landlord shall estimate the Leases additional rent Additional Rent to cover taxesbe due by Tenant for the balance of the Fiscal Year in which the Commencement Date occurs. Thereafter, insuranceunless Landlord delivers to Tenant a revision of the estimated Additional Rent, utilitiesTenant shall pay to Landlord, maintenance coincident with Tenant’s payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and other operating costs re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and expenses (collectivelydeliver a copy of the estimate or re-estimate to Tenant. Thereafter, "Operating Expenses Pass-Throughs") incurred the monthly installments of Additional Rent payable by Seller Tenant shall be appropriately adjusted in connection accordance with the ownershipestimation so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearthe Fiscal Year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant have paid all of the amounts in reconciliation Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term, and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Operating Expense pass-Throughs Additional Rent due by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal Year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord the period prior to difference between the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds actual Additional Rent due for such year and the estimated amount Additional Rent paid by Tenant during such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Taxes during such year and a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If Seller collected such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated prepayments Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Xxxxxx’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Expense Pass-Throughs in excess of any tenant's share of such expensesPeriod, then, if the excess can be determined by the Closing, Buyer Tenant shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a therefor. The credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts applied to future monthly payments attributable to the appropriate tenantsAdditional Rent or the Base Rent (at Tenant’s discretion), or if this Lease has expired, such amount shall be refunded to Tenant. If Seller collected estimated prepayments The Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of Operating Expense Pass-Throughs attributable this Lease expires, or is terminated pursuant to any period after Closingthe terms of this Lease, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenanton a date other than December 31, and then, at the end option of such tenant's lease yearLandlord, or the calendar yearLandlord may, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period either prior to the Closingdate on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the extent previously paid to Operating Expenses and Taxes for the Operating Period in which such expiration or collected by Sellertermination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be refunded by Seller prorated to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, reflect the portion of such shortfall allocable Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the period prior to prorated Additional Rent reflected in such statement within fifteen (15) days after Xxxxxx’s receipt of such estimate; (ii) the Closing, to estimated amount of the extent not previously paid to or collected by Seller, Additional Rent for the final Operating Period shall be paid by Buyer to Seller. Notwithstanding binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the foregoing, there shall, however, be an initial proration at Closing with regard to all actual Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders Expenses and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Taxes for such Operating Period are greater than those reflected in the Final Expense Pass-ThroughsEstimate, so nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Estimate. In the event that Buyer can complete Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the year-end reconciliation xxxxxxxx of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Tenants for Operating Expense Pass-ThroughsLandlord within fifteen (15) days after Xxxxxx’s receipt of such statement.

Additional Rent. SellerFor purposes of this Lease, Tenant's "Additional Rent" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the Opening Expenses, divided by the Net Rentable Area of the Building, all as landlord under applicable for the Leasesperiod in question. By the Commencement Date, is currently collecting from tenants under Landlord shall estimate the Leases additional rent Additional Rent to cover taxesbe due by Tenant for the balance of the Fiscal Year in which the Commencement Date occurs. Thereafter, insuranceunless Landlord delivers to Tenant a revision of the estimated Additional Rent, utilitiesTenant shall pay to Landlord, maintenance coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and other operating costs re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and expenses (collectivelydeliver a copy of the estimate or re-estimate to Tenant. Thereafter, "Operating Expenses Pass-Throughs") incurred the monthly installments of Addition Rent payable by Seller Tenant will be appropriately adjusted in connection accordance with the ownershipestimation so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearthe Fiscal Year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant have paid all of the amounts in reconciliation Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term, and after the termination or expiration of the Term, Landlord shall deliver to Tenet a statement of actual Operating Expense pass-Throughs Additxxxxx Rent due by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the Fiscal Year) just ended: Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund allocable to Tenant, if the period prior Term has expired and all payments due by Tenant to Landlord have been paid in full) the Closing, to difference between the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds actual Additional Rent due for such year and the estimated amount Additional Rent paid by Tenant during such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.

Additional Rent. SellerTenant shall pay to Landlord as additional rent (the “Additional Rent”), as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, described and at the end times hereinafter set forth, an amount equal to Tenant’s Share of Operating Expenses. On or after January 1 of each calendar year Landlord will notify Tenant of (i) Landlord’s estimate of the Operating Expenses payable by Tenant for the current calendar year and (ii) the amount of any Additional Rent due from Tenant on account of the difference, if any, between the Additional Rent paid by Tenant for the preceding calendar year and the actual Additional Rent for the preceding calendar year. Tenant shall, upon receipt of such tenant's lease notice, pay to Landlord (i) a sum equal to one-twelfth (1/12) of the amount of Tenant’s Share of such estimate of the Operating Expenses for such current calendar year for each full or partial month elapsed from January 1 of said current calendar year to the date of receipt by Tenant of such notice and (ii) the total balance of the Additional Rent, if any, due from Tenant for the preceding calendar year. Following receipt of such notice Tenant shall pay to Landlord, or on the first day of each succeeding calendar month during said current calendar year, one-twelfth (1/12) of the amount of Tenant’s Share of such estimated amounts are to be recalculated based upon actual amounts estimate of the Operating Expenses for that lease year or said current calendar year. If Landlord’s estimate of Additional Rent is more that the actual Additional Rent for any calendar year the amount of the excess Additional Rent paid by Tenant shall be credited against the next installments of Additional Rent and rent as they become due. In the event the term of this Lease ends on a day other than the last day of a month, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs amount of Additional Rent payable by Tenant for such tenant partial month shall be finally prorated between Seller and Buyer at on the time basis of such reconciliation with a thirty day month. Notwithstanding that the tenantLease has terminated, using the Date amount of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there any Additional Rent due hereunder shall be payable promptly upon receipt of a re-proration between Seller and Buyer, taking into account the additional amount collected statement from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenantLandlord, and a refund is conversely any credit due Tenant for any excess Additional Rent paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be promptly refunded by Seller after Landlord’s calculation thereof, subject to Buyer. If, with respect Landlord’s right to apply any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughscredit due Tenant against any sums due Landlord hereunder.

Additional Rent. SellerTenant shall pay to Landlord the amount (per each rentable square foot in the Premises) (“Additional Rent”) by which the annual Operating Costs (defined below) per rentable square foot in the Building or Complex, as landlord under the Leasesapplicable, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management for each year of the Premises. If Seller collected estimated prepayments of Term exceed the annual Operating Expense Pass-Throughs Costs per rentable square foot in excess of any tenant's share of such expensesthe Building or Complex, thenas applicable, if for calendar year 2006 (the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller“Base Year”). Notwithstanding the foregoing, there shallfor purposes of calculating the amount payable by Tenant under this Section 1, howeverOperating Costs (with the exception of Uncontrollable Expenses (defined below)) per rentable square foot in the Building or Complex, be an initial proration at Closing with regard to all as applicable, shall not exceed for any calendar year during the Term of this Lease, other than the first calendar year, the amount of Operating Expense Pass-ThroughsCosts per rentable square foot in the Building or Complex, as applicable, for the preceding calendar year plus six percent (6%). The Seller shall provide Buyer no later than ten (10) days before term “Uncontrollable Expenses” means expenses relating to the Closing Date with invoicescost of utilities, purchase orders insurance, real estate taxes and other documentation sufficient uncontrollable expenses (such as, but not limited to, increases in the minimum wage which may affect the cost of service contracts). Landlord may make a good faith estimate of the Additional Rent to establish be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term after the Base Year, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Base Rent, an amount equal to the estimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Expense Pass-Throughs Costs are available for each calendar year. Operating Costs for the Property incurred by Seller prior and up Base Year, for the purpose of comparisons of the Base Year with subsequent years only, shall be calculated so as to not include any of the following to the Closing extent such components are not also included in the comparison year: market-wide labor-rate increases due to extraordinary circumstances, including boycotts and strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or other shortages; or amortized costs relating to capital improvements (the foregoing items being collectively referred to as the “Extraordinary Operating Costs”). However, to the extent any such Extraordinary Operating Costs are also included in the comparison year, then, for the purposes of comparison to the Base Year, such Extraordinary Operating Costs shall also be included in the Base Year. Tenant shall not be obligated to pay the Additional Rent, Taxes or Insurance obligations set forth in this Exhibit C relating to the Must Take Space until the Must Take Space Commencement Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.

Additional Rent. Seller(c) Additional Rent shall be paid and adjusted with reference to a fiscal period of twelve (12) calendar months (“Fiscal Period”), which shall be a calendar year unless Landlord shall from time to time have selected a Fiscal Period which is not a calendar year by written notice to Tenant. Payments of Additional Rent shall be made in equal monthly installments, each in advance on the first day of each month during the Term, commencing on the Commencement Date. Landlord shall advise Tenant in writing of Landlord’s estimate of the Additional Rent to be payable by Tenant during each Fiscal Period (or portion thereof, as landlord under the Leasescase may be, is currently collecting from tenants under if applicable at the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management commencement or end of the PremisesTerm or because of a change in Fiscal Period) during the Term. If Seller collected estimated prepayments Such estimate shall in every case be a reasonable estimate and, if requested by Tenant, shall be accompanied by reasonable particulars of Operating Expense Passthe manner in which it was calculated. The Additional Rent payable by Tenant for each Fiscal Period shall be based on Landlord’s estimate as aforesaid and paid in equal monthly installments in advance at the same time as payment of Basic Rent is due hereunder. From time to time, Landlord may re-Throughs estimate, on a reasonable basis, the amount of Additional Rent for any Fiscal Period (or portion thereof), in excess of any tenant's share which case Landlord shall advise Tenant in writing of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit re-estimate and fix new equal monthly installments for the excess orremaining balance of such Fiscal Period (or portion thereof). After the end of each such Fiscal Period (or portion thereof), if Landlord shall provide Tenant with a statement of the excess actual Additional Rent payable in respect of such Fiscal Period (or portion thereof) and a calculation of the amounts by which the Additional Rent payable by Tenant exceeds or is less than (as the case may be) the aggregate installments paid by Tenant on account of Additional Rent for such Fiscal Period (or portion thereof). Within thirty (30) days after the submission of such statement either Tenant shall pay to Landlord any amount by which the amount found payable by Tenant with respect to such Fiscal Period (or portion thereof) exceeds the aggregate of the monthly payments made by Tenant on account thereof during such Fiscal Period (or portion thereof), or Landlord shall pay to Tenant any amount by which the amount found payable as aforesaid is less than the aggregate of such monthly payments. Where the calculation of Additional Rent for a period cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and until after the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting termination or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments expiration of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenantthis Lease, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer obligation of Tenant to such tenant, then the portion of the refund allocable to pay Additional Rent for the period prior to the Closing, to the extent previously paid to termination or collected by Seller, expiration of this Lease shall survive said termination or expiration and Additional Rent for such period shall be refunded payable by Seller to BuyerTenant upon demand by Landlord. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.Rent

Additional Rent. Seller, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance All charges payable by Tenant other than Base Rent are called "Additional Rent". The term "Rent" shall mean Base Rent and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Additional Rent. Additional Rent shall be based on that percent of the Premisestotal operating cost as the Tenant's total floor area bears to the gross leasable floor area of that portion of the complex owned by Landlord. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expensesUnless this Lease provides otherwise, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer all Additional Rent shall be responsible for crediting due on or repaying those amounts before the first day of each month in advance. Tenant shall continue to make said monthly payments, according to Section 1. 12(b), until notified by Landlord of a change thereof. At the appropriate tenants. If Seller collected estimated prepayments beginning of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the each calendar year, Landlord shall submit to Tenant a new statement of the anticipated monthly Additional Rent for the then current year, which statement shall be based upon the actual expenses incurred for the previous twelve (I 2) month period, and in any year in which resurfacing, re-roofing, repainting or other major repair or replacement is contemplated, Landlord shall be permitted to include the anticipated cost of same as part of the estimated monthly Additional Rent. Unless this Lease provides otherwise, if Landlord deten-nines at any time that the anticipated monthly Additional Rent payments being made by Tenant for the then current year are, or will become, inadequate to pay for the Additional Rent due for such estimated amounts are year, for any reason, Landlord shall have the right to determine the approximate amount of such inadequacy and to issue a supplemental estimate of Tenant's anticipated monthly Additional Rent, and Tenant shall pay said increase in the anticipated monthly Additional Rent as shown by such supplemental estimate. Failure of Landlord to submit statements as called for herein shall not be deemed to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time a waiver of such reconciliation with the tenant, using the Date of Closing Tenant's requirement to pay sums as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsherein provided.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days aner the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnishTenant with n statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Taxes during such year and a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period ("Expense Statement"). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord's right to collect any Additional Rent. If Seller collected such statement shows that the actual amountTenant owes for such Operating eriod is more than the estimated prepayments Additional Rent paid by Tenant for such Operating eriod,Tenant shall pay the difference within fificen ( 15) days aner Tenant's receipt of the Expense Statement. If the Expense Statement shows thatTenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating eriod, Tenant shnll receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Additional Rent, or if this Lease has expired, such amount shall be refunded toTenant. Unless adjusted as a result of an audit byTenant conducted pursuant to the express terms of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Pass-Throughs Statement shall be binding uponTenant. rovided, however, that in excess the event that theTerm of any tenant's share this Lease expires, or is terminated pursuant to the 1em1s of such expensesthis Lease, on a date other than December 31, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end option of such tenant's lease yearLandlord, or the calendar yearLandlord may, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period either prior to the Closingdate on which the Tenn expires, or within thirty (30) days thereafter, elect to provideTenant with a revised estimate of the extent previously paid to Operating Expenses andTaxes for the Operating eriod in which such expiration or collected by Sellercermination date occurs and the Additional Renl that will be due from Tenant for such Operating eriod, which estimated Additional Rent shall be refunded by Seller prorated to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, reflect the portion of such shortfall allocable Operating eriod that is contained wi1hin theTerm of the Lease (the "Final Expense Estimate"). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenanc shall pay the period prior to prorated Additional Rent reflected in such statement within fifieen ( 15) days afterTenant's receipt of such estimate; (ii) the Closing, to estimated amount of the extent not previously paid to or collected by Seller, Addicional Rent for the final Operating Period shall be paid by Buyer to Seller. Notwithstanding binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek fromTenant any additional paymenc of Additional Rent if the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders actual Operacing Expenses and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Taxes for such Operating eriod are greater than those reflected in the tiinal Expense Pass-ThroughsEstimate, so nor shall Landlord have any obligation to refund to Tenant any excess funds paid byTenant to Landlord should the actual Operating Expenses and Taxes for such Operating eriod be less than those reflected in the tiinal Expense Estimate. In the event that Buyer can complete Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed 1hat Landlord will provideTenant with an Expense Statement within one hundred twenty ( 120) days after the year-end reconciliation xxxxxxxx of the final Operating eriod contained in theTerm, as provided above, and the Additional Rent shown in such Expense Statement shall be due fromTenant to Tenants for Operating Expense Pass-ThroughsLandlord within fifteen ( 15) days after Tenant's receipt of such statement.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Taxes during such year and a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide an such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If Seller collected the Expense Statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated prepayments Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within thirty (30) days after Tenant’s receipt of the Expense Statement. If such statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Expense Pass-Throughs in excess of any tenant's share of such expensesPeriod, then, if the excess can be determined by the Closing, Buyer Tenant shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a therefor. The credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts applied to future monthly payments attributable to the appropriate tenantsRent, or if this Lease has expired, such amount shall be refunded to Tenant. If Seller collected estimated prepayments Provided, however, that in the event that the Term of Operating Expense Pass-Throughs attributable this Lease expires, or is terminated pursuant to any period after Closingthe terms of this Lease, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenanton a date other than December 31, and then, at the end option of such tenant's lease yearLandlord, or the calendar yearLandlord may, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period either prior to the Closingdate on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised good faith estimate of the extent previously paid to Operating Expenses and Taxes for the Operating Period in which such expiration or collected by Sellertermination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be refunded by Seller prorated to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, reflect the portion of such shortfall allocable Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the period prior to prorated Additional Rent reflected in such estimate within thirty (30) days after Tenant’s receipt of such estimate; (ii) the Closing, to estimated amount of the extent not previously paid to or collected by Seller, Additional Rent for the final Operating Period shall be paid by Buyer to Seller. Notwithstanding binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the foregoing, there shall, however, be an initial proration at Closing with regard to all actual Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders Expenses and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Taxes for such Operating Period are greater than those reflected in the Final Expense Pass-ThroughsEstimate, so nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Estimate. In the event that Buyer can complete Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the year-end reconciliation xxxxxxxx of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Tenants for Operating Expense Pass-ThroughsLandlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. SellerAs and for additional rent (the "Additional Rent") for the Premises, as landlord Tenant shall pay Landlord, commancing on the Rental Commancement Date, CAM Expenses, increases, if any, in property Taxes of the Property Taxes paid by the Landlord under the LeasesPrime Lease in 2000, is currently collecting from tenants the Base Year, and Insurance Costs incurred by the Landlord under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses Prime Lease over Insurance Costs incurred in 2000 (collectively, "Operating Expenses Pass-ThroughsCosts") incurred by Seller in connection with the ownership, operation, maintenance, and management ). Tenant shall pay to Landlord as additional rent a prorata portion of the Premisesamounts payable by Landlord as Operating Costs under the Prime Lease. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can The prorata amount shall be determined by multiplying the Closingtotal amount of Operating Costs that Landlord is required to pay under the Prime Lease by a fraction, Buyer the numerator of which is 15,000 and the denominator of which is 40,749. Such additional rent shall receive a credit be payable as and when Operating Costs are payable by Landlord. If the Prime Lease provides for the excess orpayment by Landlord of Operating Costs on the basis of an estimate thereof, then as and when adjustments between estimated and actual Operating Costs are made under the Prime Lease, the obligations of Landlord and Tenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after the excess cannot be determined at Closingexpiration or earlier termination of the Term, Buyer then the obligations of Landlord and Tenant under this Subsection 5 shall receive a credit based survive such expiration or termination. Landlord shall, upon an estimaterequest by Tenant, and furnish Tenant with copies of all statements submitted to Landlord of actual or estimated Operating Costs during the parties shall make an adjusting payment between them when the correct amount can be determinedTerm. In either event, Buyer shall be responsible for crediting or repaying those amounts addition to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, Tenant shall pay Landlord as additional rent the recalculated Operating Expense Pass-Throughs is less than sum of Three Hundred Dollars ($300.00) on the estimated amount paid by such tenant, Rental Commencement Date and a refund is paid by Buyer to such tenant, then the portion on each anniversary of the refund allocable to Rental Commencement Date during the period prior to the Closing, to the extent previously paid to or collected by Seller, term of this sublease in lieu of a security deposit. Additional Rent shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten due thirty (1030) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsfollowing Tenant's receipt thereof.

Additional Rent. SellerAdditional Rent, as landlord under defined in this subsection, shall be prorated between Seller and Purchaser as of the LeasesClosing Date based on the actual number of days in the month or other period for which the advance payment is made, taking into account whether Seller or Purchaser is currently collecting from tenants under responsible for the Leases additional rent expense related to cover taxessuch payment; provided, insurancehowever, utilities, maintenance (x) such proration shall be subject to Subsection (iv) hereof and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with to the ownership, operation, maintenancelast sentence of this subsection, and management of (y) to the Premisesextent that Additional Rent is payable in arrears, such proration shall not occur until such Additional Rent is actually collected by Purchaser or Seller. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer Purchaser shall receive a credit for amounts that tenants of the excess or, if Property have paid in advance to Seller for expenses coming due on or after the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determinedClosing Date. In either event, Buyer shall be responsible for crediting or repaying those amounts Subject to the appropriate tenants. If Seller collected estimated prepayments last sentence of Operating Expense Pass-Throughs attributable to any period after Closingthis subsection, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required proration is to be paid monthly by any tenant, and at made separately for each tenant who is obligated to pay Additional Rent on the end basis of the lease year set forth in such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs Lease for the Property incurred by Seller prior determination and up to payment of Additional Rent. "Additional Rent" means all reimbursements of operating expenses and administrative charges, management fees, common area maintenance charges, property promotional fund charges, reimbursements for electricity and charges for electrical resale, reimbursement of charges under various easement agreements affecting the Closing DateProperty, together with evidence of retroactive rent escalations, insurance cost reimbursements, reimbursements owed for tenant improvement construction costs and all other amounts collected and charges payable by tenants as of the Closing Date for such Operating Expense Pass-Throughsto Seller (other than Minimum Rent and Percentage Rent), so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsbut shall not include security deposits.

Additional Rent. SellerFor purposes of this Lease, as landlord under Tenant’s “Additional Rent” for any Fiscal Year (or portion thereof) shall mean the Leases, is currently collecting from tenants under product of (a) Net Rentable Area of the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses Premises multiplied by (collectively, "b) the difference between (1) the Operating Expenses Passdivided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for the balance of the Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant’s payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and re-Throughs") incurred estimate the Additional Rent to be due by Seller Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in connection accordance with the ownershipestimation so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearthe Fiscal Year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant have paid all of the amounts in reconciliation Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term, and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Operating Expense pass-Throughs Additional Rent due by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal Year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the Fiscal Year) just ended. Within 30 days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund allocable to Tenant, if the period prior Term has expired and all payments due by Tenant to Landlord have been paid in full) the Closing, to difference between the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds actual Additional Rent due for such year and the estimated amount Additional Rent paid by Tenant during such tenantyear. Tenant may review, at Tenant’s expense and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.after giving

Additional Rent. SellerTenant shall pay to Landlord, as landlord under Additional Rent, an amount equal to Tenant's proportionate share of any increase in Taxes and Operating Expenses over the LeasesTaxes and Operating Expenses for the1993 calendar year. Tenant's proportionate share shall be payable to Landlord monthly, in advance, without interest accruing thereon, in an amount estimated from time to time by Landlord. After each calendar year, Landlord shall deliver a statement to Tenant setting forth Tenant's actual obligation for Taxes and Operating Expenses, and the total amount of monthly payments paid by Tenant to Landlord. In the event Tenant's actual obligation exceeds Tenant's payments, Tenant shall pay the difference to Landlord within thirty (30) days after receipt of Landlord's statement. Conversely, in the event Tenant's total payments exceed Tenant's actual obligation, Landlord shall either refund the overpayment to Tenant or credit said overpayment against Tenant's monthly obligation in the forthcoming year. Tenant's proportionate share is currently collecting from tenants under 100% of the Leases additional rent Premises. Taxes (as such term is used herein) shall include, without limitation, any tax, assessment or similar governmental charge imposed against the Premises, or against any of Landlord's personal property used in the operation and/or maintenance of the Premises. Taxes, as herein contemplated, are predicated on the present system of taxation in the state of Nebraska. Therefore, if due to cover taxesa future change in the method of taxation any rent, insurancefranchise, utilitiesuse, maintenance and profit or other operating tax shall be levied against Landlord in lieu of any charge which would otherwise constitute a Tax, such rent, franchise, use, profit or other tax shall be deemed to be a Tax for the purposes herein. In the event Landlord is assessed with a Tax which Landlord, in its sole discretion, deems excessive, Landlord may challenge said Tax or may defer compliance therewith to the extent legally permitted; and, in the event thereof, Tenant shall be liable for Tenant's proportionate share of all costs in connection with such challenge. See Additional Provisions, Section 31. Operating Expenses (as such term is used herein) shall include all costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller Landlord in connection with operating and maintaining the ownershipPremises including, operationwithout limitation: maintaining and repairing all systems therein, maintenance, the cost for all service agreements and subcontractor charges; landscaping; janitorial services; wages/salaries and benefits of all employees engaged in the operation and management of the Premises. If Seller collected estimated prepayments , together with any applicable social security taxes, employment taxes or other taxes levied against such wages/salaries; premiums for liability, property damage, fire, worker's compensation and any and all other insurance for the Premises; management fees; capital improvements which are required by any governmental authority to keep the Premises in compliance with all applicable statutes, codes and regulations; any applicable indenture or trustee's fees; and the amortized cost of any capital improvement which reduces other Operating Expenses, but in an amount not to exceed the reduction of Operating Expense PassExpenses for the relevant year. Operating Expenses shall not include capital improvements (other than aforesaid), ground leases , principal or interest payments on any mortgage or deed of trust on the Premises, or brokers' commissions. See Additional Provisions, Section 32. Within one hundred eighty (180) days after receipt of each year-Throughs in excess of any tenantend statement, Tenant or its authorized agent shall have the right, at Tenant's sole cost and expense, to inspect and audit Landlord's records with respect to Tenant's proportionate share of Operating Expenses, which audit shall be at the office of Landlord's managing agent, upon five (5) days prior written notice, during said agent's normal business hours. Except as aforesaid, Landlord shall not be obligated to provide Tenant with detailed summaries or receipts for any Operating Expenses incurred by the Premises; but Landlord shall provide Tenant with a statement setting forth such expenses, then, if the excess can be determined categorized by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, class and the parties shall make an adjusting payment between them when the correct amount can be determinedamount. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from Unless Tenant asserts specific errors within one hundred eighty (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10180) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence after receipt of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the each year-end reconciliation xxxxxxxx statement, said statement shall be deemed to Tenants for Operating Expense Pass-Throughsbe correct. See Additional Provisions, Section 33.

Additional Rent. SellerSubject to Section 10.2(c) (relating to Delinquent Rent), as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and monthly or other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred payments made by Seller Tenants in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit advance based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer projected or estimated Additional Rent shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller HMCE and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants Hunters Branch LLC as of the Proration Date on an accrual basis based on the actual number of days in the monthly or other period for which the advance payment is made in which the Proration Date occurs. Such proration shall be made separately for each Space Tenant who is obligated to pay Additional Rent on the basis of the fiscal year set forth in the Space Tenant's Space Lease for the determination and payment of Additional Rent. The actual fiscal year for determination and payment of Additional Rent in which the Proration Date occurs is hereinafter referred to as the "Applicable Additional Rent Fiscal Year." Subject to the proration of advance payments required by the preceding sentence, HMCE shall initially retain all monthly or other payments of Additional Rent made by each Space Tenant for its Applicable Additional Rent Fiscal Year before the Proration Date until the Final Closing Adjustment and Hunters Branch LLC shall initially retain all such monthly or other payments of Additional Rent made by each Space Tenant for its Applicable Additional Rent Fiscal year on and after the Proration Date until the Final Closing Adjustment. HMCE and Hunters Branch LLC shall prorate the total Additional Rent due from each Space Tenant for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx Space Tenant's Applicable Additional Rent Fiscal Year as a part of the Final Closing Adjustment pursuant to Tenants for Operating Expense Pass-ThroughsSection 10.11(b).

Additional Rent. Seller, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses Within ninety (collectively, "Operating Expenses Pass-Throughs"90) incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period days after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearOperating Year, or Landlord shall prepare and deliver to Tenant a statement showing Tenant’s actual ultimate liability for Operating Expenses for the calendar yearpreceding Operating Year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, along with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time copies of such reconciliation with documentation as may be reasonably necessary to support such expenses. If the tenant, using the Date aggregate amount of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Estimated Additional Rent actually paid by Tenant during any Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs Year is less than Tenant’s actual ultimate liability for Operating Expenses for that particular Operating Year, Tenant shall pay the estimated deficiency within thirty (30) days of Landlord’s written demand therefor. If the aggregate amount of Estimated Additional Rent actually paid by Tenant during a given Operating Year exceeds Tenant’s actual liability for such tenantOperating Year (the “Excess Additional Rent”), the Excess Additional Rent shall be credited against the Estimated Additional Rent next due from Tenant after Landlord’s determination that Excess Additional Rent has been paid by Tenant; provided, however in the event that Tenant pays Excess Additional Rent during the final Lease Year, then upon the expiration of the Term, and determination, by Landlord, of the actual amount of Excess Additional Rent, Landlord or Agent shall pay Tenant the then-applicable excess promptly after determination thereof. No interest shall be payable to Tenant on account of payments of Estimated Additional Rent, and such payments may be commingled. If there exists any dispute as to (i) the amount of Additional Rent, (ii) whether a refund particular expense is paid by Buyer properly included in Additional Rent or (iii) Landlord's calculation of Additional Rent (each an “Additional Rent Dispute”), the events, errors, acts or omissions giving rise to such tenantAdditional Rent Dispute shall not constitute a breach or default by Landlord under this Lease and even if a judgment resolving the Additional Rent Dispute is entered against Landlord, then this Lease shall remain in full force and effect and Landlord shall not be liable for any consequential damages resulting from the portion of the refund allocable event, error, act or omission giving rise to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to SellerAdditional Rent Dispute. Notwithstanding the foregoingexistence of an Additional Rent Dispute, there shallTenant shall timely pay the amount of Additional Rent which is in dispute and will continue to make all subsequent payments of Additional Rent as and when required under this Lease, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before provided that the Closing Date with invoices, purchase orders payment of such disputed amount and other documentation sufficient amounts shall be without prejudice to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsTenant's position.

Additional Rent. Seller, Tenant shall pay to Landlord as landlord under the Leases, is currently collecting from tenants under the Leases additional rent each year Tenant's Proportionate Share of Operating Costs during each Operating Year of the Lease Term ("OPERATING COST RENT"). Landlord may make a good faith estimate of the Operating Cost Rent to cover taxesbe due by Tenant for any Operating year or part thereof during the Lease Term. During each Operating Year or partial Operating Year of the Lease Term, insuranceTenant shall pay to Landlord, utilitiesin advance concurrently with each monthly installment of Minimum Monthly Rent, maintenance an amount equal to the estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and other operating costs re-estimate the Operating Cost Rent to be due by Tenant and expenses deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the amount that would have been incurred had the Building been occupied to the extent of 95% during such Operating Year. By May 1 of each Operating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a statement of Operating Costs for the previous year, adjusted as provided above (collectively, the "Operating Expenses Pass-ThroughsCosts Statement") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises). If Seller collected Tenant's payments of estimated prepayments Operating Cost Rent for the year covered by the Operating Costs Statement exceed Tenant's Proportionate Share of such items as indicated in the Operating Costs Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant's estimated payments of Operating Expense Pass-Throughs in excess of any tenantCosts for such year are less than Tenant's share of such expenses, then, if items as indicated in the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenantCosts Statement, then Tenant shall promptly pay Landlord such deficiency, notwithstanding that the portion Term has expired and Tenant has vacated the Premises. For purposes of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten this Lease (10a) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs."

Additional Rent. SellerLandlord shall furnish to Tenant, prior to January 31st of each year, Landlord's estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety (90%) percent, whichever is higher. Tenant shall pay to Landlord, on the first day of each month as Additional Rent, an amount equal to one-twelfth (1/12) of Tenant's Proportionate Share of Landlord's estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord, on the first day of each month, an amount equal to the Additional Rent payable during the preceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a revised estimate and the Additional Rend shall be adjusted and paid or refunded, as landlord under the Leasescase may be. If the calendar year for which such estimate is furnished ends after the termination of this Lease, is currently collecting from tenants under or begins before the Leases additional rent commencement of this Lease, the Additional Rent payable hereunder shall be prorated to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management correspond to that portion of the Premisescalendar year occurring within the Term of this Lease. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period Within one hundred twenty (120) days after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the each calendar year, such estimated amounts are Landlord shall furnish to be recalculated based upon Tenant an Operating Statement showing actual amounts Operating Expenses incurred for that lease year or calendar the preceding year, with adjusted where appropriate to a projected cost as though the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs Building were 90% occupied for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of any periods where actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is occupancy was less than 90%. If the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.Statement

Additional Rent. SellerFor purposes of this Lease, as landlord under Tenaxx'x "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the Leases, is currently collecting from tenants under product of (a) Net Rentable Area of the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses Premises multiplied by (collectively, "b) the difference between (1) the Operating Expenses Passdivided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for the balance of the Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and re-Throughs") incurred estimate the Additional Rent to be due by Seller Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be approximately adjusted in connection accordance with the ownershipestimation so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearthe Fiscal Year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant have paid all of the amounts in reconciliation Additional Rent as estimated by Landxxxx. Xxter the conclusion of each Fiscal Year during the Term, and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Operating Expense pass-Throughs Additional Rent due by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal Year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the Fiscal Year) just ended. Within 30 days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund allocable to Tenant, if the period prior Term has expired and all payments due by Tenant to Landlord have been paid in full) the Closing, to difference between the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds actual Additional Rent due for such year and the estimated amount Additional Rent paid by Tenant during such tenantyear. Tenant may review, at Tenaxx'x xxpense and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.after giving

Additional Rent. SellerAs used in Paragraph 10.4.2, as landlord the term monthly rentals means any amounts of base rent or minimum rent due and payable on a monthly basis under the a Tenant Lease. With respect to any other amounts due under Tenant Leases, is currently collecting from tenants under whether due on a monthly, quarterly, semi-annual or annual basis, including, without limitation, common area maintenance charges, the Leases additional rent to cover taxestenant's pro rata share of ad valorem taxes and assessments, insurancethe tenant's pro rata share of insurance premiums, utilities, maintenance and other operating costs and expenses similar charges (collectively, "Operating Expenses PassAdditional Rents"), such amounts shall be prorated at Closing only to the extent actually collected from such tenants on or before such date. Purchaser shall use commercially reasonable efforts to collect all Additional Rents as and when they become due and payable. Upon receipt of any Additional Rents, the amount received by Purchaser shall be prorated between Seller and Purchaser in proportion to the amount due Purchaser for the period from and after the Date of Closing and the amount to Seller prior to the Date of Closing. The foregoing provision regarding post-Throughsclosing collection and allocation of Additional Rents shall survive for twelve (12) months after the Closing. If, as of the Closing Date, Seller owes any tenant a rebate or credit ("Tenant Credits") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess because of any tenant's share overpayment by such tenant of such expensesAdditional Rents, then, if the excess can be determined by the Closing, Buyer Purchaser shall receive a credit against the Purchase Price at Closing equal to the Tenant Credits. If, after Closing but prior to March 31, 2020, it is determined that any tenants are entitled to a Tenant Credit for the excess or, if calendar year in which the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable Closing occurs due to any period after overpayment of Additional Rent by such tenant prior to Closing, Seller shall pay or credit reimburse Purchaser for Seller's pro rata share of such Tenant Credit. If Purchaser shall fail to request a payment related to any such Tenant Credits for any reason prior to June 30, 2020, by providing written notice to Seller of same, Seller shall not be responsible for paying any amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect Purchaser related to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsTenant Credits.

Additional Rent. SellerAdditional Rent shall be due during any Calendar Year, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection beginning with the ownershipCalendar Year immediately following the commencement of a Renewal Term, operationduring which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each Calendar Year (or as soon thereafter as reasonably possible), maintenanceLandlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for the ensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following the commencement of a Renewal Term, Tenant shall pay to Landlord on the first day of each month one-twelfth (1/12th) of the product of (a) the positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and management of (b) the Rentable Area in the Premises. If Seller collected estimated prepayments Until Tenant has received the statement of Operating the Projected Expense Pass-Throughs in excess of any tenant's share of such expensesRate from Landlord, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any such amounts to Buyer at Closing. To Calendar Year, Landlord may in good faith revise the extent that estimated payments of Operating Projected Expense Pass-Throughs are required to be paid monthly by any tenantRate and provide Tenant with a revised statement, and at thereafter Tenant shall pay Additional Rent on the basis of the revised statement. Landlord shall provide to Tenant, within one hundred fifty (150) days after the end of such tenant's lease yeareach Calendar Year, or a statement of the calendar yearActual Expenses, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Actual Expense Pass-Throughs Rate and the Additional Rent for such tenant year. Tenant shall be finally prorated between Seller and Buyer at the time pay to Landlord, within thirty (30) days after Tenant's receipt of such reconciliation with statement, the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs uncollected Additional Rent for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account Calendar Year. If the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to actual Additional Rent payable by Tenant for any tenant, the recalculated Operating Expense Pass-Throughs Calendar Year is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion aggregate of the refund allocable to the period prior to the Closing, to the extent previously paid to or actual Additional Rent collected by SellerLandlord for such Calendar Year, Landlord shall be refunded by Seller to Buyer. If, with respect to any tenant, promptly refund the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable excess (or, at Landlord's option, apply such excess against the next ensuing payments of Rent due or to become due hereunder). Failure of Landlord to provide the period prior to the Closing, to the extent statement called for hereunder shall not previously paid to relieve Tenant from its obligations under this Section 6 or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughselsewhere in this Lease.

Additional Rent. Seller(a) Commencing on the Phase 1 Commencement Date, in addition to the Base Rent for each calendar year (or portion thereof) during the term of this Lease, Tenant shall pay as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "the “Additional Rent”) Tenant’s Proportionate Share (as hereinafter defined) of the Operating Expenses Pass-Throughs"(as hereinafter defined) incurred by Seller for that year. Landlord shall use commercially reasonable efforts to, on or before December 1 of each calendar year during the term of this Lease but in connection with no event later than the ownership, operation, maintenancebeginning of each such calendar year, and management on or before the Commencement Date for the initial calendar year, deliver to Tenant Landlord’s good faith estimate (the “Estimated Additional Rent”) of the PremisesAdditional Rent for that year. The Estimated Additional Rent shall be paid in equal installments in advance on the first day of each calendar month. If Seller collected estimated prepayments Landlord does not deliver an estimate to Tenant for any year by January 1 of that year, Tenant shall continue to pay Estimated Additional Rent based on the prior year’s estimate. From time to time during any calendar year, Landlord may revise its estimate of the Additional Rent, particularly as it relates to charges for electricity used by Tenant, for that year or any portion thereof on either actual or reasonably anticipated increases in Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimateExpenses, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer monthly installments of Estimated Additional Rent shall be responsible appropriately adjusted for crediting the remainder of that year or repaying those amounts to any portion thereof in accordance with the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent revised estimate so that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease the year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with total payments of Estimated Additional Rent paid by Tenant shall equal the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant amount of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Sellerrevised estimate. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all future increases in Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before Expenses above the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs actual amounts for the Property incurred by Seller prior calendar year, excluding real property taxes, assessments, insurance and up utilities shall be limited to the Closing Datelesser of (i) the actual increase or (ii) six percent (6%) per year on a cumulative basis. Further notwithstanding the foregoing, together with evidence of all amounts collected in no given year shall total controllable expenses increase by tenants as of more than 10% over the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the preceding year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs’s total.

Additional Rent. SellerUnless otherwise specifically stated in this Lease, any charge under this Lease and other amounts payable by Tenant to Landlord or to third parties as required by this lease which are not specifically denominated as “rent" shall be payable as and shall be deemed to be additional rent. Such sums and amounts shall be payable, without notice, deduction or offset, as landlord and when provided under the Leasesthis Lease, unless no date is currently collecting from tenants under the Leases additional rent to cover taxesspecified, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection which case such sums shall be payable together with the ownership, operation, maintenance, and management each installment of the PremisesBase Rent payable hereunder. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer Tenant shall be responsible for crediting or repaying those amounts a Proportionate Share of Operating Expenses in accordance with the term as set forth in this Lease. Notwithstanding anything in this lease to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closingcontrary, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller liable for and Buyer at responsible to Landlord for all items comprising additional rent under this Lease after the time earlier of such reconciliation with (i) the tenantdate Tenant opens for business; or (ii) the Rent Commencement Date. Taxes, using the Date insurance and other items of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there additional rent shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Sellerprorated in an equitable manner. Notwithstanding the foregoingforegoing sentence, there shall, however, Tenant shall also be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs liable for additional rent for the Property incurred costs of any insurance required pursuant to this Lease after the effective date of this Lease for any liability insurance or course of construction insurance. No payment by Seller prior and up Tenant, or receipt by Landlord, of a lesser amount than the Rent and/or Additional Rent herein provided shall be deemed to the Closing Date, together with evidence of all amounts collected by tenants as be other than on account of the Closing Date for earliest Rent due and payable hereunder, nor shall any endorsement or statement on any check, or letter accompanying any check or payment, as Rent be deemed an accord and satisfaction. Landlord may accept any such Operating Expense Passcheck or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other right or remedy provided in this Lease. Casimir-ThroughsQuince, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.LLC, Lease Agreement

Additional Rent. Seller, as landlord under the Leases, is currently collecting from tenants Charges to or contributions by Tenants under the Leases additional rent to cover for the period under such Leases which includes the Closing Date, including without limitation, payments or reimbursements, whether for taxes, insurance, utilities, maintenance and other operating costs and expenses (collectivelyor otherwise, "Operating Expenses Pass-Throughs") incurred shall be apportioned on the basis of the ratio which the expenses actually paid by Seller each party for such period bears to the total of all expenses with respect to such period for which such payment was made by the Tenant. Such apportionments shall be adjusted as soon as practicable after the end of the current lease year in connection with which the ownership, operation, maintenanceClosing occurs, and management at such time Purchaser shall furnish Seller with statements in reasonable detail showing the calculation of such apportionments, rents and payments, and any adjustments shall be allocated for the Premisesportion to which it applies. If either Seller or Purchaser shall have collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's more than its share of such expensesamounts payable under any Lease pursuant to this Section, then, if the excess can be determined by the Closing, Buyer such party shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts promptly remit to the appropriate tenantsother the amount of such excess. If Seller collected estimated prepayments any Tenant is entitled to refunds of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, rents or the calendar yearcharges, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, refunds shall be paid by Buyer to Seller. Notwithstanding the foregoingparty hereto that received such rents or charges, there shallprovided, however, that any amounts collected by Seller to which Tenants are entitled shall be an initial proration at Closing with regard paid to all Operating Expense Pass-ThroughsPurchaser who shall remit such amounts to Tenants entitled thereto. The Purchaser shall indemnify Seller from and against any claims by Tenants for amounts remitted by Seller to Purchaser pursuant to this Section. Purchaser shall provide Buyer prepare and deliver to Seller for its review and approval the operating expense and real estate tax escalation statements and adjustments for the calendar year 2000 no later than ten March 31, 2001. The reasonable costs incurred by Purchaser or its accountants in preparing such statements (10including without limitation the costs of an audit) shall be paid by Seller. Upon Seller's approval of the same, Purchaser shall invoice Tenant's for the amounts set forth thereon. If Seller does not approve the same and Purchaser and Seller are unable to agree on the amounts to be billed to the Tenants within fifteen (15) days before after Seller's receipt of Purchaser's initial statements, Purchaser may invoice Tenants for the amounts it in good faith determines to be correct and any dispute between Seller and Purchaser shall be resolved in good faith between the parties. Purchaser shall prepare and deliver to Seller for its review statements for the calendar year 2001 no later than March 31, 2002 and Seller and Purchaser shall follow the same procedures as described above. Seller hereby agrees, that provided Purchaser follows the procedures described in this Section 9.1.6, Seller shall have no claim against Purchaser in connection with any matter related to the escalation statements prepared by Purchaser in accordance with this Section. At least three (3) business days prior to Closing, Purchaser and Seller jointly shall prepare a closing statement, subject to and in accordance with the terms hereof, indicating the net amount due to either party as a result of the adjustments and prorations provided for herein. Any errors in the calculation of apportionments shall be corrected or adjusted as soon as practicable (but not more often than monthly) after the Closing Date with invoices, purchase orders and other documentation sufficient Date. If it is impracticable to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to apportion certain items hereunder on the Closing Date, together with evidence of all amounts collected by tenants such items shall be apportioned and paid as of soon as practicable thereafter. Purchaser agrees to take necessary actions after Closing in a timely manner in order to make the Closing Date adjustments and prorations provided for such Operating Expense Pass-Throughshereunder, so that Buyer can complete the year-end reconciliation including, without limitation, xxxxxxxx to Tenants for Operating Expense Pass-ThroughsTenants. The provisions of this Section 9.1 (including, without limitation, Sections 9.1.1 through 9.1.6) shall survive Closing.

Additional Rent. SellerFor purposes of this Lease, “Additional Rent” for any Fiscal Year (or portion thereof) means the sum of (a) the amount expended by Landlord for Operating Expenses plus (b) all other sums payable by Tenant hereunder, plus (c) sums, if any, payable pursuant to the Work Letter. At or prior to the Commencement Date (for the first Fiscal Year, or portion thereof, during the Term), and thereafter, from time to time during the Term, Landlord shall estimate in good faith the amount of Operating Expenses payable by Tenant for the remainder of the Fiscal Year in which the Commencement Date occurs (for the first Fiscal Year, or portion thereof, during the Term) and for each Fiscal Year thereafter, during the Term. On the Commencement Date, and on the first day of each succeeding calendar month thereafter during the Term, Tenant shall pay to the order of Landlord, an amount equal to: (a) the currently-estimated Operating Expenses payable by Tenant for the remainder of the Fiscal Year in question, (b) divided by the number of whole calendar months remaining until December 1st of such Fiscal Year, so that, by December 1st of each Fiscal year during the Term (including the Fiscal Year in which the Term expires or is otherwise terminated), Tenant shall have paid all of the Operating Expenses for such Fiscal Year, as landlord under estimated by Landlord. Within ninety (90) days after the Leasesconclusion of each Fiscal Year during the Term (including the Fiscal Year in which the Term expires or is terminated), is currently collecting from tenants under the Leases additional rent Landlord shall deliver to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive Tenant a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation statement of actual Operating Expense pass-Throughs Expenses payable by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal Year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord any underpayment in Operating Expenses or Landlord shall credit against the next installment of Base Rent and Operating Expenses payable by Tenant (or Landlord shall refund allocable to Tenant, if the period Term has expired and all payments due by Tenant to Landlord have been paid in full) any overpayment in Operating Expenses payable by Tenant for such Fiscal Year. Within ninety (90) days after receipt of such statement, Tenant at Tenant’s expense and after giving thirty (30) days prior written notice to the Closing, to the extent previously paid to or collected by SellerLandlord, shall have the right to review and/or audit Landlord’s books and records relating to Operating Expenses for the immediately preceding Fiscal Year in order to verify Landlord’s annual statement of actual Operating Expenses payable pursuant to this Lease. If any review or audit prepared by or for Tenant reveals an overcharge by Landlord, Tenant shall notify Landlord thereof and shall furnish Landlord with documentation supporting any overcharge and, if Landlord does not dispute the conclusion in such review or audit, Landlord shall promptly reimburse Tenant for such overcharge. Notwithstanding the preceding sentence, however, if Landlord disagrees with Tenant’s position, then either Party may submit the dispute to arbitration in accordance with the rules of the American Arbitration Association relating to expedited arbitration. The determination arising out of such arbitration shall be refunded final, binding, and conclusive on the Parties with respect to Operating Expenses for the Fiscal Year in question. Landlord agrees to pay Tenant’s reasonable review or audit costs if Tenant’s review or audit, whether accepted by Seller to Buyer. IfLandlord or verified by arbitration, reflects an overcharge by Landlord of more than five percent (5%) with respect to any tenantFiscal Year. If Tenant fails to request an audit of Operating Expenses for any Fiscal Year within the ninety (90) day period provided, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, then Tenant shall be paid by Buyer deemed to Seller. Notwithstanding have irrevocably waived the foregoing, there shall, however, be an initial proration at Closing with regard right to all audit the Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Expenses for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-ThroughsFiscal Year.

Additional Rent. SellerFor the purposes of this Section, the term, "Base Year Expenses" shall mean the sum total of the following expenses ("Expenses") attributable to the first Lease Year: All real estate taxes and special assessments levied on the real property of which the Premises are a part, fire and casualty insurance premiums, utilities that are not separately metered to tenants, and all other expenses of maintaining and operating the Building and the property of which the Building is a part to be borne by Landlord pursuant to Section 7 or otherwise. Tenant agrees to pay to Landlord as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating in all Lease Years after the first Lease Year. Tenant's pro-rata share (based on square footage) of the amount by which the sum of the foregoing Expenses exceed Base Year Expenses. Expenses shall not include costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownershipcapital improvements, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts except to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments capital improvements result in a decrease in Expenses. Moreover, it is not intended that Tenant be required to pay its share of Operating Expense Pass-Throughs are required any increased tax assessments resulting from additional improvements constructed for other tenants in the Building after the Building has been fully completed and assessed. Landlord shall be entitled to estimate the total amount of Expenses to be paid by Tenant during each Lease Year and, upon notice to Tenant of such estimate, to collect such estimate in twelve (12) equal installments, each such installment to be due and payable with each monthly by any tenant, and at rental installment payable under this Lease. Within a reasonable time after the end of each Lease Year, Landlord shall submit to Tenant a statement of the actual amount of Expenses and amount due from Tenant hereunder for such tenant's lease yearLease Year, and within thirty (30) days after receipt of such statement, Tenant shall pay the difference between the actual amount owed and the estimates paid during such Lease Year, or in the calendar yearevent of overpayment, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with Landlord shall credit the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time amount of such reconciliation with overpayment toward the tenantnext monthly rental installments. Tenant may review Landlord's records relating to Operating Expenses, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collectedat Tenant's expense, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsduring normal business hours.

Additional Rent. SellerTenant shall pay to Landlord the amount (per each rentable square foot in the Premises) (“Additional Rent”) by which the annual Operating Costs (defined below) per rentable square foot in the Building for each year of the Term exceed the annual Operating Costs per rentable square foot in the Building for calendar year 2006 (the “Base Year”). Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term after the Base Year, as landlord under Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Base Rent, an amount equal to the Leasesestimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, is currently collecting from tenants under Landlord may estimate and re-estimate the Leases additional rent Additional Rent to cover taxesbe due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred the monthly installments of Additional Rent payable by Seller Tenant shall be appropriately adjusted in connection accordance with the ownershipestimations so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar yearyear in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such estimated amounts an estimate shall be subject to adjustment as herein provided when actual Operating Costs are to be recalculated based upon actual amounts available for that lease year or each calendar year. Operating Costs for the Base Year, with for the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time purpose of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant comparisons of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, Base Year with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Sellersubsequent years only, shall be refunded by Seller calculated so as to Buyer. Ifnot include market-wide labor-rate increases due to extraordinary circumstances, with respect including boycotts and strikes; utility rate increases due to any tenantextraordinary circumstances, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenantincluding conservation surcharges, and the shortfall is collected by Buyer from such tenantboycotts, the portion of such shortfall allocable embargos or other shortages; or amortized costs relating to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Sellercapital improvements. Notwithstanding the foregoing, there shallfor purposes of calculating the amount payable by Tenant under Section 1, howeverOperating Costs (with the exception of Uncontrollable Expenses [defined below]) shall not exceed for any calendar year during the Term of this Lease, other than the first calendar year, the amount of Operating Costs for the preceding calendar year, plus five percent (5%) (compounded annually). Any increases in Operating Costs not recovered by Landlord due to the foregoing limitation shall be carried forward into all succeeding calendar years during the term (subject to the foregoing limitation) until fully recouped by Landlord. The term “Uncontrollable Expenses” means expenses relating to the cost of utilities, insurance, real estate taxes, and other uncontrollable expenses (such as, but not limited to, increases in the minimum wage, which may affect the cost of service contracts). Operating Costs shall be determined using sound accounting principles consistently applied. As used in this Lease “sound accounting principles” will, to the extent applicable and except as otherwise provided in this Lease, be an initial proration at Closing consistent with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsgenerally accepted accounting principles or GAAP.

Additional Rent. SellerLessor agrees to pay all Operating Expenses (as defined in Section 10 below) (which includes the Management Fee described in Section 10) up to a maximum amount of $3.00 per year for each square foot of rentable floor area in the Building (“Operating Cost Allowance”). In the event the Operating Expenses shall, in any Fiscal Year exceed the product of the Operating Cost Allowance times the rentable square feet of the Building (prorated for any partial Fiscal Year at the beginning or end of the Term), Lessee agrees to pay to Lessor, as landlord under the LeasesAdditional Rent, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess Lessee’s pro rata share of any tenant's share such excess (“Excess Operating Expenses”). The term “Fiscal Year”, as used herein, shall mean Lessor’s fiscal year for accounting purposes which currently is the 12-month period beginning January I and ending December 31. Lessor shall have the right to change the Fiscal Year, from time to time, and, in such event, Lessor shall notify Lessee in writing of such expenses, then, if the excess can change. Lessee’s pro rata share shall be determined by multiplying the ClosingExcess Operating Expenses by a fraction, Buyer the numerator of which shall receive a credit for be the excess or, if number of net rentable square feet in the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimatePremises, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer denominator of which shall be responsible 95% of the net rentable square footage in the Building, which may change from time to time utilizing BOMA (Building Owners and Managers Association) standards. Within 90 days following the completion of each Fiscal Year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for crediting the preceding Fiscal Year, the Additional Rent due with regard to Lessee’s share of the Excess Operating Expenses, and Lessor’s reasonable estimate of Excess Operating Expenses for the then current Fiscal Year. Lessee shall, on or repaying those amounts before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding Fiscal Year. Any overpayment will be credited by Lessor to Lessee’s pro rata share of the estimated Excess Operating Expenses for the then current Fiscal Year. Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Excess Operating Expenses for the then current Fiscal Year (or the pro rata portion thereof, if applicable) over a period equal to the appropriate tenantslesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current Fiscal Year. If Seller collected estimated prepayments Notwithstanding that the Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following receipt of an invoice therefore, its pro rata portion of Excess Operating Expense Pass-Throughs attributable to any period after ClosingExpenses for the Fiscal Year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, its expense and at a reasonable time, but, in any event within twelve (12) months following the end of any Fiscal Year, to audit Lessor’s books relevant to the Additional Rent due under this Section provided that (i) the audit shall be prepared by a certified public accounting firm of recognized regional standing or by Lessee=s in-house audit staff; (ii) such tenant's lease year, firm or audit staff is not compensated on a contingency fee@ basis; (iii) such audit is pursued to its conclusion within thirty (30) days following the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, date of its commencement and is conducted at the location where Lessor maintains its books and records and shall not unreasonably interfere with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant conduct of Lessor=s business; and (iv) the audit report shall be finally prorated between Seller simultaneously delivered to Lessor at no charge. In the event that Lessor=s statement of Operating Expenses exceeds Lessee=s actual pro rata share of Excess Operating Expenses for any Fiscal Year by more than five percent (5%), Lessor agrees to reimburse Lessee Lessee=s reasonable and Buyer at the time actual cost of such reconciliation with the tenantaudit, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect not to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsexceed $1,500.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Passand Taxes during such San Fxxxxx Plaza/Summer Energy Holdings, Inc. DocuSign Envelope ID: A1357CC3-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, ED4D-47DF-A5FB-22FC3BC9DEAD year and management a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide any such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If Seller collected the such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated prepayments Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within fifteen (15) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Expense Pass-Throughs in excess of any tenant's share of such expensesPeriod, then, if the excess can be determined by the Closing, Buyer Tenant shall receive a credit for therefor. The credit shall be applied to future monthly payments attributable to the excess orAdditional Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the excess cannot express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be determined at Closingbinding upon Tenant. In the event that the Term of this Lease expires, Buyer shall receive or is terminated pursuant to the terms of this Lease, on a credit based upon date other than December 31, then Landlord will provide Tenant with an estimateExpense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer Additional Rent shown in such Expense Statement shall be responsible for crediting or repaying those amounts due from Tenant to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period Landlord within fifteen (15) days after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end Tenant’s receipt of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsstatement.

Additional Rent. SellerAdditional Rent, as landlord under defined in this subsection, shall be prorated between Seller and Purchaser as of the LeasesClosing Date based on the actual number of days in the month or other period for which the advance payment is made, taking into account whether Seller or Purchaser is currently collecting from tenants under responsible for the Leases additional rent expense related to cover taxessuch payment; provided, insurancehowever, utilities, maintenance (x) such proration shall be subject to Subsection (iv) hereof and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with to the ownership, operation, maintenancelast sentence of this subsection, and management of (y) to the Premisesextent that Additional Rent is payable in arrears, such proration shall not occur until such Additional Rent is actually collected by Purchaser or Seller. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer Purchaser shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant tenants of the amounts Property have paid in reconciliation of actual Operating Expense pass-Throughs advance to Seller for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (expenses coming due on or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to after the Closing Date. Subject to the last sentence of this subsection, together with evidence such proration is to be made separately for each tenant who is obligated to pay Additional Rent on the basis of the lease year set forth in such tenant’s Lease for the determination and payment of Additional Rent. “Additional Rent” means all reimbursements of operating expenses and administrative charges, management fees, common area maintenance charges, property promotional fund charges, reimbursements for electricity and charges for electrical resale, reimbursement of charges under various easement agreements affecting the Property, retroactive rent escalations, insurance cost reimbursements, reimbursements owed for tenant improvement construction costs and all other amounts collected and charges payable by tenants as of the Closing Date for such Operating Expense Pass-Throughsto Seller (other than Minimum Rent and Percentage Rent), so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsbut shall not include security deposits and Taxes.

Additional Rent. SellerFor purposes of this Lease, Tenant's "Additional Rent" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the Operating Expenses, divided by the Net Rentable Area of the Building, all as landlord under applicable for the Leasesperiod in question. By the Commencement Date, is currently collecting from tenants under Landlord shall estimate the Leases additional rent Additional Rent to cover taxesbe due by Tenant for the balance of the Fiscal Year in which the Commencement Date occurs. Thereafter, insuranceunless Landlord delivers to Tenant a revision of the estimated Additional Rent Tenant shall pay to Landlord, utilitiescoincident with Tenant's payment of Base Rent an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, maintenance Landlord may estimate and other operating costs re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and expenses (collectivelydeliver a copy of the estimate or re-estimate to Tenant. Thereafter, "Operating Expenses Pass-Throughs") incurred the monthly installments of Additional Rent payable by Seller Tenant shall be appropriately adjusted in connection accordance with the ownershipestimation so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease yearthe Fiscal Year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant have paid all of the amounts in reconciliation additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term, and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Operating Expense pass-Throughs Additional Rent due by Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from Fiscal Year (or refunded to) each tenant. In furtherance of the foregoing, ifor, with respect to any tenanttermination or expiration, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund allocable to Tenant, if the period Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and the estimated Additional Rent paid by Tenant during such year. Tenant may review, at Tenant's expense and after giving twenty (20) days prior written notice to Landlord, Landlord's records relating to Operating Expenses for any periods within two Fiscal Years prior to the Closingreview, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shallprovided, however, be an initial proration at Closing with regard no review or audit shall extend to all Operating Expense Pass-Throughsperiods of time preceding the Commencement Date. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoicesIn lieu of allowing Tenant to review Landlord's records under this Section 5.2, purchase orders and other documentation sufficient Landlord may deliver to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as Tenant a report of the Closing Date Operating Expenses prepared by a certified public accountant which report shall be conclusive for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughspurposes of this Lease.

Additional Rent. Seller, as landlord All additional rent actually paid to Seller under the Tenant Leases, is currently collecting from tenants including, without limitation, charges or reimbursements for real estate taxes, insurance or operating expenses (including estimated payments thereof), parking charges and charges for special services owed under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses applicable Tenant Lease (collectively, "Operating “Expenses”) shall be prorated as follows: Seller will be solely responsible for reconciling any Expenses Pass-Throughs") incurred by and additional rents for the 2021 calendar year and Seller may bxxx Tenants directly for any remaining amounts owed in connection with such reconciliation. With respect to the ownership2022 calendar year, operation, maintenance, Seller shall provide Purchaser following Closing with copies of all applicable invoices in Seller’s possession and management after Closing shall promptly forward to Purchaser any operating expense bills received by Seller for payment out of additional rent received from the Premisesapplicable Tenant. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer Purchaser shall be responsible for crediting or repaying those amounts to reconciling the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant2022 calendar year Expenses and additional rents, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts Purchaser shall provide Seller (for that lease year or calendar year, Seller’s review and approval) with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such a written reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation same (the “Reconciliation Statement”) on or before the earlier of actual Operating Expense pass-Throughs for such period which have been collected(i) March 31, there shall be a re-proration between Seller 2023 and Buyer, taking into account (ii) the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs date that is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before prior to the Closing Date with invoicesdate landlord is required to deliver the Reconciliation Statement to the applicable tenant under the applicable Tenant Lease. Within ten (10) days following Seller’s approval of the Reconciliation Statement, purchase orders and other documentation sufficient Purchaser shall forward the Reconciliation Statement to establish Operating Expense Pass-Throughs the Tenants. Purchaser hereby covenants to use commercially reasonable efforts to enforce the provisions of the Tenant Leases which require the Tenants and/or third parties to reimburse the landlord for the Property with respect to the 2022 reconciliation period. If the costs incurred by Seller prior and up for Expenses exceed the receipts of Seller for Expenses (subject to what the applicable Tenant Lease permits the landlord to collect for the Tenant) for the period from January 1, 2022 to Closing, on a Tenant-by-Tenant basis, then Purchaser shall pay to Seller (upon receipt) on a prorated basis to the Closing Date, together with evidence extent the reconciliation is collected from the applicable Tenant the amount of all amounts collected by tenants as this shortfall upon receipt of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the 2022 year-end reconciliation xxxxxxxx payments for Expenses from the Tenant(s) for which a Seller shortfall exists. In the event Seller or Purchaser receives an invoice for Expenses after the Closing relating to a period prior to the Closing and less than one hundred percent (100%) of the cost of such invoice is collectable under the applicable Tenant Leases, Seller and Purchaser agree that any such Expenses shall be pro-rated between Seller and Purchaser in an equitable manner. If, at Closing, there are any amounts of additional rent outstanding for any period prior to January 1, 2022, such amounts shall not be apportioned at Closing (collectively, “Pre 2022 Outstanding Additional Rent”) but such Pre 2022 Outstanding Additional Rent shall remain payable to Seller by the applicable Tenant(s) and Seller shall have the right to collect such amounts from the applicable Tenants for Operating Expense Pass-Throughsafter Closing, provided (i) Seller shall have no right commence any legal proceeding against a tenant to collect such Pre 2022 Outstanding Additional Rent, (ii) Purchaser and Seller agreed to work together in good faith after Closing to collect any Pre 2022 Outstanding Additional Rent owed to Seller and (iii) Purchaser shall promptly pay to Seller any Pre 2022 Outstanding Additional Rent received by Purchaser from a Tenant after Closing.

Additional Rent. SellerLessor agrees to pay all Operating Expenses (as defined in Section 10. below) up to a maximum amount of $5.00 per year for each square foot of rentable floor area in the Building (the "Operating Cost Allowance"). In the event the Operating Expenses shall, in any fiscal year (ending January 31) exceed the Operating Cost Allowance (prorated for any partial fiscal year at the beginning or end of the Term), Lessee agrees to pay to Lessor, as landlord under the LeasesAdditional Rent, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess Lessee's pro rata share of any tenantsuch excess (the "Excess Operating Expenses"). Lessee's pro rata share of such expenses, then, if the excess can shall be determined by multiplying the ClosingExcess Operating Expenses by a fraction, Buyer the numerator of which shall receive be the number of rentable square feet in the Premises, and the denominator of which shall be the rentable square footage in the Building (as set out in Section I above). Within ninety (90) days following the completion of each fiscal year, Lessor will provide to Lessee a credit statement showing in reasonable detail the Operating Expenses for the excess preceding fiscal year, the Additional Rent due with regard to Lessee's portion of the Excess Operating Expenses, and Lessor's reasonable estimate of Excess Operating Expenses for the then current fiscal year. Lessee shall, on or before thirty (30) days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding fiscal year. Any overpayment will be credited by Lessor to the next rental payment(s) due (or, if the excess cannot be determined at Closingno further rentals are or will become due, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, same shall be refunded by Seller to BuyerLessee). IfLessee agrees to pay Additional Rent each month thereafter, with respect in addition to any tenantBase Rent, the recalculated Operating Expense Pass-Throughs exceeds in an amount necessary to amortize the estimated amount paid by such tenantExcess Operating Expenses for the then current fiscal year over a period equal to the lesser of (i) the number of months remaining in the lease Term or (ii) the number of months remaining in the current fiscal year. Notwithstanding that the lease Term has expired or been terminated, Lessee shall remain liable for and the shortfall is collected by Buyer from such tenantagrees to pay to Lessor within 30 days following receipt of an invoice therefor, the its pro-rata portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Excess Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs Expenses for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.fiscal year (or portion

Additional Rent. SellerAll rent not defined. as base rent shall he considered "Additional Rent". In addition to the Base Rent specified above, Tenant shall pay to the Landlord an amount which Landlord shall Estimate for the cost of all personal property and real property (real estate) taxes and assessments attributable to the building and the operation thereof, all insurance as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, specified in this Lease and all maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premisesbuilding in order to keep it in good operational condition, this rent is also called NNN. If Seller collected The sum of the expenses shall be estimated prepayments of Operating Expense Pass-Throughs by Landlord each year and divided by 12 then divided by three (3 units) and Tenant shall pay such rent along with his base rent. Landlord shall also be entitled to such other sums due in excess of any tenant's share the base rent which shall also be titled Additional Rent as specified in the Lease. As of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot signing of this lease annual real estate taxes are to be determined at Closingthe beginning of each calendar year. NNN Items. Included in the NNN items are all expenses related to the operation of the building, Buyer shall receive a credit based upon an estimateincluding ail taxes levied against the building, insurance and maintenance, legal and professional fees, charges by any city authority, sidewalk improvements, and any other expense not considered a capital expense incurred by Landlord in operating the parties shall make an adjusting payment between them when the correct amount can be determinedproperty. In either eventaddition, Buyer in the event the actual NNN Expenses exceed the budgeted NNN Expense payments, Tenant shall pay the difference within thirty (30) days of written notice by Landlord. Landlord will give the appropriate credit if the budgeted NNN Expense exceeds the actual. In addition, Tenant shall be responsible for crediting or repaying those amounts obtaining and maintaining insurance sufficient to protect Landlord as outlined below. In the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable event the NNN charges have been underestimated by Landlord, he may present a xxxx to any period after Closing, Seller Tenant and Tenant shall pay or credit any such amounts xxxx within 10 days. Exclusions from NNN items. None Maintenance Portion of NNN Items included. Tenant, shall perform maintenance on the building and therefore avoid payment of the maintenance portion of the NNN directly to Buyer at ClosingLandlord. To the extent that estimated payments Tenant fails to perform the maintenance of Operating Expense Pass-Throughs are required to be paid monthly by any tenantthe property Landlord may perform such maintenance and xxxx Tenant for the cost of same. Tenant shall keep in good order, condition and at repair the end Premises and every part thereof, (regardless of such tenant's lease year, whether the damaged portion of the Premises or the calendar yearmeans of repairing the same are accessible to Lessee) including, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with without limiting the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance generality of the foregoing, ifall plumbing, with respect to any tenantheating, air conditioning, ventilating, electrical and lighting facilities and equipment within or about the recalculated Operating Expense Pass-Throughs is less than Premises, fixtures, interior walls and interior surfaces of exterior walls. ceilings, windows, doors, plate glass, showcases, skylights, entrances and vestibules located within or about the estimated amount paid Premises and all sidewalks, including prompt snow removal as required by such tenantthe City and County of Denver, and a refund is paid signs located on the building. In the event of 00 any fine or charge assessed by Buyer the City and County of Deliver or it's subdivisions for failure to such tenantmaintain the building or sidewalks, then Tenant shall promptly pay the portion of same. If Lessee fails to perform Lessee's obligations under this section Lessor or his agents or contractors may at Lessor's option enter upon the refund allocable to the period prior to the ClosingPremises, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than after ten (10) days before days' prior written notice to Lessee. and put the Closing Date with invoicessame in good order, purchase orders condition and other documentation sufficient to establish Operating Expense Pass-Throughs for repair. and the Property incurred by Seller prior and up to the Closing Date, cost thereof together with evidence interest thereon at the rate of all amounts collected by tenants 18% per annum shall be due and payable as additional rent to Lessor together with Lessee's next rental installment. Landlord shall be entitled to a fee of 20% of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughscost of any repairs or maintenance performed by Landlord. Insurance Portion of NNN Items.

Additional Rent. SellerA. Tenant shall pay to Landlord, as landlord under Additional Rent, for each or fractional year during the LeasesTerm and the Renewal Term(s), is currently collecting from tenants under if exercised, Tenant’s Pro Rata Share of the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller for the Building. Tenant’s payment is hereinafter referred to as the “Operating Expense Payment” and shall be due in connection accordance with the ownershipfollowing: During the initial Three (3) year Lease Term, operation, maintenance, and management Tenant’s pro-rata share of the Premises. If Seller collected estimated prepayments Operating Expenses will be fixed at a rate of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date$2.15 per square foot. At the time(sbeginning of the first Renewal Term, if exercised, Landlord shall furnish Tenant with a statement of the actual operating expense payments for the preceding year and provide Tenant with the corresponding adjustment to Tenant’s pro rata share of the Operating Expenses for the first year of the Renewal Term. At the beginning of all subsequent calendar years during the Renewal Term(s) of final calculation and collection from (or refund toas soon thereafter as is practical) each tenant Landlord shall furnish Tenant with a statement of the amounts in reconciliation of actual Operating Expense pass-Throughs Payment for the preceding year. If Tenant’s actual Operating Expense Payment for such period which have been collectedpreceding year, there shall be a re-proration between Seller and Buyeras shown on Landlord’s statement, taking into account exceeds the additional amount collected from (or refunded to) each tenant. In furtherance aggregate of the foregoing, if, with respect to any tenant, the recalculated monthly installments of Tenant’s Operating Expense Pass-Throughs Payments paid during the preceding year, within thirty (30) days after Landlord’s delivery of such statement, Tenant shall make a lump sum payment to Landlord in the amount of such excess. If Tenant’s actual Operating Expense Payment as shown on Landlord’s statement is less than the estimated amount aggregate of the monthly installments actually paid by Tenant during such tenant, and a refund is paid by Buyer to such tenantpreceding year, then Landlord shall apply such amount to the portion next accruing installment(s) of Additional Rent due from Tenant under this paragraph 6 until fully credited to Tenant. If for any reason Landlord has not provided Tenant with the Estimate by January 31 of any year during the Renewal Term, then Tenant shall continue to pay the previous year’s Tenant’s Operating Expense Payment. The foregoing notwithstanding, Landlord shall have the right from time to time during any year to adjust such Estimate. A pro rata adjustment shall be made to Tenant’s Operating Expense Payment for the years in which the Term of the refund allocable to the period prior to the ClosingLease begins and ends, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsnecessary.

Additional Rent. SellerCommencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts addition to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, Base Monthly Rent and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to or collected Landlord as additional rent (the "Additional Rent") the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Seller, Landlord. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant no later than twenty (20) days before such invoices or bills are due, and Tenant shall, no later than ten (10) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or (ii) Landlord may bxxx to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Buyer Landlord, and Tenant shall pay to SellerLandlord the amount of such expenses within ten days after receipt of a written bxxx therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord's reasonable estimate of any given expense (such as Landlord's Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord's share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the foregoing, there shallLandlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, however, be an initial proration at Closing with regard in which case Tenant shall make such payments and deliver satisfactory evidence of payment to all Operating Expense Pass-Throughs. The Seller shall provide Buyer Landlord no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the such Real Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.Taxes become delinquent. 3.3

Additional Rent. SellerHouse Corporation shall also pay to Vanderbilt upon demand, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent ("Additional Rent"), the full amount of any sales, use or personalty taxes that may be levied upon the Premises or assessed against Vanderbilt on account of this Lease. Real property ad valorem taxes shall not be included in Additional Rent and shall be paid by Vanderbilt. The parties agree that the Rent payable by the Fraternity hereunder shall be received by Vanderbilt net of any tax payable to cover any governmental authority. In this regard, it is further understood and agreed that Vanderbilt is a non-profit corporation exempt from Federal income taxes and the Rent is based on the assumption that the amount paid as Rent is not subject to Federal or State income taxes. If the Rent is later determined to be subject to Federal or State income taxes, insurance, utilities, maintenance the Rent shall be increased by the amount Vanderbilt is required to pay in such income taxes. House Corporation shall also pay as Additional Rent all reasonable and verified charges assessed by Vanderbilt for repair of damage in excess of normal wear and tear to be determined in Vanderbilt's sole discretion. House Corporation shall also pay any special governmental assessments or other operating direct costs and expenses (collectivelynot contemplated by the parties as included in the Rent for the operation of the Premises and the repair, "Operating Expenses Pass-Throughs") incurred replacement and maintenance necessary to keep the Premises in good order, condition and repair, except as otherwise provided for by Seller in connection with this Lease. The cost of any and all capital expenditures, such as the ownershipreplacement of the roof or HVAC system, operationbut not maintenance or repair, maintenanceshall be the responsibility of the House Corporation, and management shall be deemed to be Additional Rent. Notwithstanding the foregoing paragraph, the parties are aware that as of the Premisesexecution of this Lease the roof currently is in need of replacement. If Seller collected estimated prepayments Vanderbilt agrees to perform, at its sole cost, all currently required replacement of Operating Expense Pass-Throughs in excess and/or repairs to the roof within six (6) months following execution of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determinedthis Lease. In either event, Buyer House Corporation agrees that it shall be responsible for crediting the cost of any subsequent required replacement of the roof during the term of this Lease or repaying those amounts any renewals hereof. Vanderbilt shall be entitled to estimate the appropriate tenants. If Seller collected estimated prepayments total amount of Operating Expense Pass-Throughs attributable Additional Rent to any period after Closingbe paid by House Corporation during each Lease Year and, Seller shall pay or credit any upon notice to House Corporation of such amounts estimate, to Buyer at Closingassess Fraternity members' charges for such estimate pursuant to Section 2. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenantsuch estimate is not sufficient, and at the end House Corporation shall reimburse Vanderbilt within 30 days after Vanderbilt has provided House Corporation with notice of such tenant's lease yeardeficiency. If Fraternity members and/or House Corporation fail to pay any and all Rent and Additional Rent when due, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant Vanderbilt shall be finally prorated between Seller entitled to all remedies hereunder in the same manner and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to same extent as in the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to case of any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsdefault hereunder.

Additional Rent. SellerTenant shall pay to Landlord the amount (per each rentable square foot in the Premises) (“Additional Rent”) by which the annual Operating Costs (defined below) per rentable square foot in the Building for each year of the Term exceed the annual Operating Costs per rentable square foot in the Building for calendar year 2008 (the “Base Year”). Landlord may make a good faith estimate of the Additional Rent to be due by Tenant for any calendar year or part thereof during the Term. During each calendar year or partial calendar year of the Term after the Base Year, as landlord under Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Base Rent, an amount equal to the Leasesestimated Additional Rent for such calendar year or part thereof divided by the number of months therein. From time to time, is currently collecting from tenants under Landlord may estimate and re-estimate the Leases additional rent Additional Rent to cover taxesbe due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred the monthly installments of Additional Rent payable by Seller Tenant shall be appropriately adjusted in connection accordance with the ownershipestimations so that, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar yearyear in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such estimated amounts an estimate shall be subject to adjustment as herein provided when actual Operating Costs are to be recalculated based upon actual amounts available for that lease year or each calendar year. Operating Costs for the Base Year, with for the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time purpose of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant comparisons of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, Base Year with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Sellersubsequent years only, shall be refunded by Seller calculated so as to Buyer. Ifnot include market-wide labor-rate increases due to extraordinary circumstances, with respect including boycotts and strikes; utility rate increases due to any tenantextraordinary circumstances, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenantincluding conservation surcharges, and the shortfall is collected by Buyer from such tenantboycotts, the portion of such shortfall allocable embargos or other shortages; or amortized costs relating to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughscapital improvements.

Additional Rent. Seller(Tax Escalation). Commencing as of the Commencement Date, LESSEE, in addition to the sums payable to LESSOR as landlord under Annual Base Rent as determined in Section 2 hereof, and in addition to the Leasessums payable to Lessor as determined in Section 3 hereof, is currently collecting from tenants under the Leases shall also pay to LESSOR as additional rent to cover LESSEE'S Allocable Percentage of any increase in the real estate taxes levied against the Building and the land on which it is situated, above such real estate taxes for fiscal tax year 1997 whether such increase is caused by an increase in the tax rate, an increase in assessed value, or a change in the method of determining real estate taxes, insurance("Additional Tax Escalation Rent"). The base from which the amount of any increase in taxes shall be determined from the rate and the assessment for fiscal tax year 1997, utilitiesor, maintenance in the event LESSOR seeks and other operating costs is granted an abatement of taxes (administratively or by appeal to the Appellate Tax Board and/or the courts) for FY 1997, the tax rate and expenses assessment as abated, whichever results in * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. a lower base year amount. The Additional Tax Escalation Rent shall be prorated if the Lease Term commences or terminates (collectivelywithout breach) during any fiscal year, "Operating Expenses Pass-Throughs") incurred by Seller in connection with according to the ownership, operation, maintenance, and management fraction of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs total days in excess of any tenant's share of such expenses, then, if tax year that are included in the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to SellerLease Term. Notwithstanding the foregoing, there shallLESSOR shall be under no obligation to file for any abatement of taxes for FY 1997 or any other fiscal year, howeverand LESSEE shall pay the entire amount of Additional Tax Escalation Rent for any fiscal tax year as invoiced by LESSOR, be receiving a rebate of such payments made by it based on its Allocable Percentage any abated real estate taxes only if an initial proration at Closing with regard to all Operating Expense Pass-Throughsabatement is sought and received by LESSOR for such fiscal tax year. The Seller LESSEE shall provide Buyer no later than ten make payment within thirty (1030) days before the Closing Date with invoicesof written notice from LESSOR that Additional Tax Escalation Rent sums are payable, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred which notice shall be accompanied by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as a copy of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughstax xxxx.

Additional Rent. SellerLandlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as landlord under soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management Taxes during such year and a computation of the PremisesAdditional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s right to collect any Additional Rent. If Seller collected such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated prepayments Additional Rent paid by Tenant for such Operating Period, Tenant shall pay the difference within fifteen (15) days after Tenant’s receipt of the Expense Statement. If the Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Expense Pass-Throughs in excess of any tenant's share of such expensesPeriod, then, if the excess can be determined by the Closing, Buyer Tenant shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a therefor. The credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts applied to future monthly payments attributable to the appropriate tenantsAdditional Rent, or if this Lease has expired, such amount shall be refunded to Tenant within 30 days following the expiration date. If Seller collected estimated prepayments Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Pass-Throughs attributable Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is terminated pursuant to any period after Closingthe terms of this Lease, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenanton a date other than December 31, and then, at the end option of such tenant's lease yearLandlord, or the calendar yearLandlord may, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period either prior to the Closingdate on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the extent previously paid to Operating Expenses and Taxes for the Operating Period in which such expiration or collected by Sellertermination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be refunded by Seller prorated to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, reflect the portion of such shortfall allocable Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the period prior to prorated Additional Rent reflected in such statement within fifteen (15) days after Tenant’s receipt of such estimate; (ii) the Closing, to estimated amount of the extent not previously paid to or collected by Seller, Additional Rent for the final Operating Period shall be paid by Buyer to Seller. Notwithstanding binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the foregoing, there shall, however, be an initial proration at Closing with regard to all actual Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders Expenses and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date Taxes for such Operating Period are greater than those reflected in the Final Expense Pass-ThroughsEstimate, so nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Statement. In the event that Buyer can complete Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the year-end reconciliation xxxxxxxx of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Tenants for Operating Expense Pass-ThroughsLandlord within fifteen (15) days after Tenant’s receipt of such statement.

Additional Rent. SellerThe Tenant shall reimburse the Owner, as landlord under additional rent, the Leases, is currently collecting from tenants under Tenant’s proportionate share (“Premises Percentage”) of the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Building Operating Expenses Pass-Throughs"(hereafter defined) paid or incurred by Seller in connection with the ownership, operation, maintenance, and management Owner. The Tenant’s Premises Percentage of the Premises. If Seller collected estimated prepayments of Building Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can Expenses shall be determined by multiplying the Closing, Buyer total of the Building Operating Expenses by the Tenant’s Premises Percentage set forth in the Basic Lease Provisions. All amounts payable by the Tenant under this Section as Building Operating Expenses may be estimated and shall receive a credit be paid in equal monthly installments in advance at the same time and place as provided herein for the excess or, if payment of the excess cannot monthly rent. Such payment shall initially be determined at Closing, Buyer shall receive a credit based upon an estimate, and equal to one-twelfth (1/12th) of the parties shall make an adjusting payment between them when total of the correct amount can be determined. In either event, Buyer shall be responsible Owner’s reasonable estimate of the Building Operating Expenses for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are adjusted to be recalculated based upon actual amounts for that lease year reflect the Owner’s reasonable estimate of anticipated increases or decreases in the Building Operating Expenses. Within one hundred twenty (120) days of the end of each calendar year, the Owner shall determine the actual amount of the Building Operating Expenses for the immediately preceding year and furnish the Tenant with a copy of such calculation, including a calculation of the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs Tenant’s proportionate share. If the amount paid by the Tenant for such tenant that year exceeds the Tenant’s proportionate share, the Tenant shall be finally prorated between Seller and Buyer at given a credit against the time of such reconciliation with next Building Operating Expenses payment(s) due from the tenantTenant or a refund, using if the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant term of the amounts in reconciliation of actual Operating Expense pass-Throughs Lease has expired. If the amount paid by the Tenant for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs that year is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion Tenant’s proportionate share of the refund allocable Building Operating Expenses, the Tenant shall pay to the period prior to Owner the Closing, to deficit within thirty (30) days of receipt of the extent previously paid to or collected by Seller, calculation. Appropriate adjustment shall be refunded by Seller to Buyer. If, with respect to made for any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion period of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later less than ten one (101) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the full year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.

Additional Rent. SellerAs used herein, the term “Additional Rent” means all sums other than Base Rent payable by Tenant to Landlord under this Lease, including, without limitation, Tenant’s Operating Expense Payment, late charges, overtime or excess service charges, damages, interest and other costs related to Tenant’s failure to perform any of its obligations under this Lease. Tenant shall have a base year (“Base Year”) of 2017. With respect to each calendar year (or portion thereof) after the Base Year, Tenant shall pay, as landlord under the LeasesAdditional Rent for each such year, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Tenant’s pro rata share of Operating Expenses Passincurred with respect to such year as and when specified below based upon the Project being 95% occupied and fully assessed for real estate taxes (“Tenant’s Operating Expense Payment”). With respect to each such year after the Base Year, it is understood and agreed that Tenant shall initially pay to Landlord an estimate of Tenant’s Operating Expense Payment in the manner set forth below. Said estimate shall be adjusted, as necessary, based on the preceding year’s Operating Expenses. In the first quarter of each calendar year of the Term of this Lease (or as soon thereafter as is practicable), Landlord shall determine the total Operating Expenses for the preceding calendar year, on the basis of Landlord’s actual Operating Expenses for the preceding year, and calculate Tenant’s pro rata share thereof and apply the estimated payments previously made by Tenant for such period. If the actual Operating Expenses for the preceding year exceed the estimated amounts, Landlord shall invoice Tenant for such excess, which shall be considered Additional Rent due hereunder. Tenant’s pro rata share means the percentage determined by dividing the then-Throughs"current rentable square footage of the Premises (the numerator) incurred by Seller the rentable square footage of the Building (16,974) (the denominator), and expressing the resulting fraction as a percentage. For example, the estimated Operating Expenses for calendar year 2018 would be based on the Landlord’s actual Operating Expenses for 2017 (January-December). The estimated Tenant’s Operating Expense Payment for each year shall be payable to Landlord in twelve equal monthly installments, due and payable on or before the first day of each month. For the purposes of this Lease, the term “Operating Expenses” shall mean all expenses and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation, maintenance, operation and management maintenance of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expensesProject, thenincluding, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess canbut not be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund limited to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughs.following:

Additional Rent. Seller(a) Commencing on the Commencement Date, in addition to the Base Rent for each calendar year (or portion thereof) during the Term of this Lease, Tenant shall pay as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, the "Additional Rent") Tenant's Proportionate Share (as hereinafter defined) of the Operating Expenses Pass-Throughs(as hereinafter defined) for that year. Landlord shall use commercially reasonable efforts to, on or before December 1 of each calendar year during the Term of this Lease but in no event later than the beginning of each such calendar year, and on or before the Commencement Date for the initial calendar year, deliver to Tenant Landlord's good faith estimate (the "Estimated Additional Rent") incurred by Seller in connection with the ownership, operation, maintenance, and management of the PremisesAdditional Rent for that year. The Estimated Additional Rent shall be paid in equal installments in advance on the first day of each calendar month. If Seller collected estimated prepayments Landlord does not deliver an estimate to Tenant for any year by January 1 of that year, Tenant shall continue to pay Estimated Additional Rent based on the prior year's estimate. Landlord may revise its estimate of the Additional Rent, but not more than once per calendar year, particularly as it relates to charges for electricity used by Tenant, for that year or any portion thereof on either actual or reasonably anticipated increases in Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimateExpenses, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer monthly installments of Estimated Additional Rent shall be responsible appropriately adjusted for crediting the remainder of that year or repaying those amounts to any portion thereof in accordance with the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent revised estimate so that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease the year, or the calendar year, such estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, with total payments of Estimated Additional Rent paid by Tenant shall equal the appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for such tenant shall be finally prorated between Seller and Buyer at the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant amount of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Sellerrevised estimate. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all future increases in Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before Expenses above the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs actual amounts for the Property incurred by Seller prior calendar year, excluding real property taxes, assessments (if applicable), insurance and up utilities shall be limited to the Closing Date, together with evidence lesser of all amounts collected by tenants as of (i) the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsactual increase or (ii) five percent (5%) per year on a cumulative basis.

Additional Rent. Seller(a) In addition to Base Rent, as landlord under the Leases, is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Seller shall pay or credit any such amounts to Buyer at Closing. To the extent that estimated payments of Operating Expense Pass-Throughs are required to be paid monthly by any tenant, and at the end of such tenant's lease during each calendar year, or portion thereof, falling within the Extended Term, Lessee shall pay to Lessor as Additional Rent hereunder Lessee's Ratable Share of the amount by which (i) Operating Expenses (as defined below) for the applicable calendar year exceeds Operating Expenses for the Base Year, and (ii) Tax Expenses (as defined below) for the applicable calendar year exceeds Tax Expenses for the Base Year. Prior to January 1 of each calendar year during the Term, or as soon as practical thereafter, Lessor shall make a good faith estimate of Operating Expenses and Tax Expenses for the applicable full or partial calendar year and Lessee's Ratable Shares thereof. On or before the first day of each month during such calendar year, Lessee shall pay Lessor, as Additional Rent, a monthly installment equal to one-twelfth of Lessee's Ratable Share of (1) Lessor's estimate of the amount by which Operating Expenses for such estimated amounts are calendar year will exceed Operating Expenses for the Base Year, and (2) Lessor's estimate of the amount by which Tax Expenses for such calendar year will exceed Tax Expenses for the Base Year. Lessor shall have the right from time to time during any such calendar year to reasonably revise the estimate of Operating Expenses and Tax Expenses for such year and provide Lessee with a revised statement therefor (provided, however, Lessor agrees that Lessor shall not issue a revised statement more than twice in any calendar year for Operating Expenses and twice in any calendar year for Tax Expenses), and thereafter the amount Lessee shall pay each month shall be recalculated based upon actual amounts for that lease year or such revised estimate. If Lessor does not provide Lessee with an estimate of the Operating Expenses and/or Tax Expenses by January 1 of any calendar year, Lessee shall continue to pay a monthly installment based on the previous year's estimate until such time as Lessor provides Lessee with an estimate of Operating Expenses and/or Tax Expenses for the appropriate adjustments being made with current year. Upon receipt of such tenants' then-Operating Expense Pass-Throughs for such tenant current year's estimate, an adjustment shall be finally prorated between Seller and Buyer at made for any month during the time of such reconciliation with the tenant, using the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, there shall be a re-proration between Seller and Buyer, taking into account the additional amount collected from (or refunded to) each tenant. In furtherance of the foregoing, if, current year with respect to which Lessee paid monthly installments of Additional Rent based on the previous year's estimate. Lessee shall pay Lessor for any tenantunderpayment within thirty (30) days after Lessor's written demand. Any overpayment of Additional Rent shall, at Lessor's option, be refunded to Lessee or credited against the recalculated Operating Expense Pass-Throughs is less than installments of Additional Rent next coming due under the estimated Lease. Any amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, Lessee based on any estimate shall be refunded by Seller subject to Buyer. Ifadjustment pursuant to subsection 2.3(b) below when actual Operating Expenses or actual Tax Expenses, with respect to any tenantas applicable, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation xxxxxxxx to Tenants for Operating Expense Pass-Throughsare determined.