Common use of Additional Rent Clause in Contracts

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net All other sums Tenant must pay to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year are, in the aggregate, the "Additional Rent," which will be due and payable as provided throughout this Lease. Tenant will pay promptly when due and payable, one hundred percent (100%) of the Term of this Lease Operating Expenses and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Taxes of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) Property which may arise or become due during the Term or by reason of events occurring are applicable at any time during the Term of this Lease or as Additional Rent. All such Operating Expenses and Taxes shall be pro-rated for the partial month in which relate the Commencement Date and Termination Date occur, if applicable. For purposes hereof, "Operating Expenses" will mean (i) all utilities consumed by Tenant at the Property, including without limitation, those for sewer, water, heat, gas, oil, electricity, power and air conditioning (to the performance by Tenant extent present at the Property); (ii) Tenant’s maintenance and repair of the Building and improvements at the Property, including but not limited to all regular and seasonal Property landscape and maintenance costs, snow plowing, parking lot maintenance and similar Property maintenance repair costs; (iii) the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged insurance of the Property carried by Tenant, at Tenant's sole cost ; (iv) ADT or similar security/alarm system service for the Building; (v) sprinkler monitoring service for the Building; and expense(vi) private garbage removal service. Notwithstanding anything Tenant shall pay all Operating Expenses directly to the contraryentity providing or charging for the same, and with respect to those incurred by Landlord pursuant to the terms hereof, directly to Landlord. Landlord represents and agrees that no party other than the Tenant shall not be responsible have rights to or use of the Property or any of the utility or other systems thereon, thus resulting in all Operating Expenses being incurred for the sole benefit of the Tenant. For purposes hereof, "Taxes" will mean all real property taxes, assessments, sewer and water use charges imposed upon the Property by the City of Yonkers and County of Westchester. Excluded from the definition of Taxes are income, inheritance, succession, estate, gift, franchise or transfer taxes, and any property management fees and all special assessments attributable to the initial improvements of the Property (i.e. any special assessments for utility lines or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid sidewalks associated with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis initial improvement of the number of days within such calendar month and paid within Property by Landlord). Landlord shall deliver all Tax bills directly to Tenant no later than ten (10) days after receipt thereof by Landlord, or Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall pay the same directly to the assessing authority. If Landlord shall fail to deliver such Tax bills to Tenant as and when required, Landlord shall pay all penalties and other costs resulting from the late payment thereof by Tenant. ▇▇▇▇▇▇ agrees that it shall pay such Tax bills timely given to Tenant on or before the due date therefor. Notwithstanding the above, ▇▇▇▇▇▇ shall have the right to contest Taxes imposed pursuant to the terms hereof, and to not pay such Taxes or to only pay a portion thereof during the pendency of such challenge, provided Tenant pays any costs, interest and/or penalties imposed by the later of (a) invoice from taxing authority and indemnifies Landlord against any loss, cost or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentexpenses incurred by Landlord in connection therewith."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Net Rent shall be net to Landlord so that this Lease shall yield, absolutely net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and such that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements expenses and obligations of every kind and nature whatsoever relating related to the operation Property including, but not limited to, all utilities, taxes, insurance premiums, cost of maintenance, repair and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate replacement to the performance Property shall be paid by Tenant of all the termsTenant, covenants, conditions and agreements such costs and payments to be performed, paid or observed made by Tenant hereunder shall be deemed, for the purposes of securing the collection thereof, to be additional rent due and owing hereunder (“Additional Rent”). (a) Without limiting the generality of the foregoing, during the Term, Tenant covenants and agrees to pay without notice, demand, setoff, deduction, abatement or counterclaim, and without relief from valuation or appraisement laws, the following amounts and the same shall constitute Additional Rent: (i) all taxes, charges and assessments, general and special, ordinary and extraordinary, of every nature and kind whatever, and all water rates and sewage charges levied, assessed, imposed, due or payable during the Term, upon the Property, the MOB, the parking facilities (or portions thereof, as the case may be) dedicated for or used by the MOB, and any property of Tenant located on the Property, whether such tax, rate, charge or assessment shall be for city, town, county, state, federal or any other purpose whatsoever (“Taxes”). Should any Governmental Authority or political subdivision impose any taxes and/or assessments, whether or not now customary or within the contemplation of the Parties hereto, either by way of substitution for Taxes presently levied and assessed against the Property or MOB and any property of Tenant located on the Property, or in addition thereto, other than Landlord’s personal income tax or any estate tax or inheritance tax, such taxes and/or assessments shall be deemed to constitute “Taxes” for the purpose of this section and shall be paid or discharged by Tenant. Tenant shall furnish to Landlord satisfactory evidence of the payment of Taxes at the time the same are due and payable. General real estate taxes shall be prorated for the first and last year of the Term. (ii) Notwithstanding Section 3.2(a)(i), unless the Property is separately assessed for Taxes, Landlord shall pay all Taxes, including Taxes for the Property, and Tenant shall pay to Landlord Landlord’s reasonable estimate of the amount of Taxes allocated to the Improvements together with Tenant’s proportionate share of the Taxes in accordance with proportion of the area of the Land bears to the total area assessed for purposes of Taxes and assessed against the parking facilities (or portions thereof, as the case may be) dedicated for or used by the MOB, as reasonably determined by Landlord on the basis of information furnished by the Governmental Authority responsible for real estate valuation and assessment. Nothing herein shall be construed to require the Landlord to subdivide the Property. (b) Commencing with the first year the Property is separately assessed for Taxes, Tenant may seek a reduction in the assessed valuation (for Tax purposes) of the Property, the MOB and any property of Tenant located on the Property provided the same is done in good faith and in compliance with Legal Requirements by and at Tenant's ’s sole cost and expense. Notwithstanding anything No contest permitted hereunder, however, shall permit Tenant to defer payment of any such contested Taxes. Landlord may pay the disputed amounts if Landlord determines in its sole judgment that payment is necessary to protect Landlord’s property and Tenant shall repay Landlord any such amounts upon demand. Tenant shall be entitled to all refunds for taxes allocated to the contraryProperty that are actually paid associated with Tenant’s successful prosecution of any such proceeding; provided, such refunds relate to periods of time during which Tenant is in possession of the Property. All refunds related to periods of time other than during Tenant’s occupancy of the Property shall belong to Landlord. If required by applicable law, Landlord shall join in any proceeding referred to in this Section; provided, however, Tenant shall not indemnify and save Landlord harmless from any costs and expenses associated with such proceedings. (c) If by law any Taxes are payable or, at the option of the taxpayer, may be responsible paid in installments, Tenant may pay the same in installments at the time said installments become due and payable and in any event before any fine, penalty, interest or cost may be added thereto for the nonpayment of any property management fees or earthquake insurance premiums paid by Landlord such installment; provided, however, with respect to any Taxes which are levied and assessed during the Term hereof, the foregoing shall not excuse Tenant from paying such installments thereof as may become due and payable after the expiration of the Term, and Tenant’s obligation with respect to the payment thereof shall survive the expiration of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except In addition to paying the Basic Rent, Tenant shall pay “Tenant’s Percentage” of the annual “Direct Expenses” (as otherwise specifically provided those terms are defined in Section 7.1 Sections 6.1.3 and 6.1.4 of this Lease, respectively) which are in excess of the amount of Direct Expenses applicable to the “Base Year” (as that term is defined in Section 1.16 above); provided, however, that in no event shall any decrease in Direct Expenses for any “Expense Year” (as that term is defined in Section 6.1.5 below) below Direct Expenses for the Base Year entitle Tenant to any decrease in Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable or any credit against sums due under this Lease for each year of the Term of this Lease Lease. Such payments by Tenant, together with Parking Fees and that all other charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible considered “Additional Rent” for any property management fees or earthquake insurance premiums paid by Landlord during the Term purposes of this Lease. Except The term “Rent” as otherwise provided used in Section 7.1 or 14.9 of this Lease, all payments of Lease means Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges all other amounts payable by Tenant pursuant to this Lease. When no other than Basic Rentspecific time is stated herein for payment, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent payment of any amount due from Tenant to Landlord hereunder shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid made within ten (10) business days after Tenant’s receipt of Landlord’s invoice or statement therefor. All Rent shall be paid to Landlord, without prior demand and without any deduction or offset except as expressly specified herein, in lawful money of the later United States of (a) invoice America or by ACH electronic transfer, at the address designated in Section 1.2 hereof, or to such other person or at such other place as Landlord may from Landlord or (b) time to time designate in writing. Without limitation on other obligations of Tenant which survive the Commencement Date. Basic Rent and expiration of the Term, the obligations of Tenant to pay the Additional Rent are sometimes collectively referred to as "Rent" or "rentshall survive the expiration of the Term."

Additional Rent. Except as otherwise specifically provided In addition to the Base Rent reserved by Section 4.01, and notwithstanding that the payment of Base Rent does not commence until the Rent Commencement Date, commencing on the Lease Commencement Date and continuing throughout the Lease Term, Tenant shall pay: (i) in respect of the Premises and the Building Common Area, (a) Tenant’s Building Share of Operating Expenses; (b) Tenant’s Building Share of Insurance Expenses; (c) Tenant’s Building Share of Real Property Taxes; and (d) a management fee (the “Management Fee”), payable on a monthly basis, in advance, at the same time and in the same manner applicable to monthly installments of Base Rent, in an amount equal to three percent (3%) of the then applicable monthly installment of Base Rent (for purposes of computing the Management Fee pursuant to this Section 7.1 of this Lease4.01, the Basic Base Rent due for each of the first eight (8) months of the Lease Term shall be net deemed to Landlord so that this Lease shall yieldbe $180,657.00 per month); and (ii) with respect to the Project Common Area, net to Landlord(a) Tenant’s Project Share of Operating Expenses, (b) Tenant’s Project Share of Insurance Expenses, and (c) Tenant’s Project Share of Real Property Taxes. As used herein, the Basic Rent payable under this Lease for each year term “Tenant’s Share” shall mean Tenant’s Building Share or Tenant’s Project Share (as defined below), as applicable. All of the Term foregoing payments of Operating Expenses, Insurance Expenses, Real Property Taxes, and the Management Fee, together with any and all other amounts (other than Base Rent), whether or not contemplated, payable by Tenant pursuant to the terms of this Lease are referred to herein, collectively, as “Additional Rent,” and that all charges payable by Base Rent and Additional Rent are referred to herein, collectively, as “Rent.” Notwithstanding anything to the contrary herein, Landlord may elect, at its sole and absolute discretion, instead of charging Tenant under this Lease for the Tenant’s Share of certain Operating Expenses, Insurance Expenses and or Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all to charge to Tenant as Additional Rent one hundred percent (100%) of such expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and extent such expenses are incurred solely in connection with Tenant’s occupancy or use of the Premises, and/or including, without limitation, the Expansion Land (defined below) (whether cost of separately metered utilities servicing the Premises or not Tenant has exercised the Expansion Land Option) which may arise taxes or become due during the Term special assessments related solely to Tenant’s occupancy or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis use of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentPremises."

Additional Rent. Except Landlord shall, within one hundred twenty (120) days after the end of each Operating Period (or as otherwise specifically provided soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional 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 such statement shows that the actual amount Tenant owes for such Operating Period is more than the estimated 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 Section 7.1 estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to 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 express terms of this Lease, the Basic Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be net to Landlord so binding upon Tenant. Provided, however, that this Lease shall yield, net to Landlord, in the Basic Rent payable under this Lease for each year of event that the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxesexpires, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating or is terminated pursuant to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments on a date other than December 31, then, at the option of Basic Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent and that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be payable without previous demand therefor prorated to reflect the portion of such 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 prorated Additional Rent reflected in such statement within thirty (30) days after Tenant’s receipt of such estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and without Tenant; and (iii) Landlord shall not thereafter seek from Tenant any right additional payment of setoff or deduction whatsoever. All charges payable Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, but Landlord shall refund to Tenant any excess funds paid by Tenant other to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than Basic Rentthose reflected in the Final Expense Estimate. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, however denotedthen it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, are called "Additional Rent." Unless this Lease provides otherwiseas provided above, all and the Additional Rent shown in such Expense Statement shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days due from Tenant to Landlord within such calendar month and paid within ten thirty (1030) days after Tenant’s receipt of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentsuch statement."

Additional Rent. Except (1) Basic Rent hereunder includes an allowance for Taxes and Operating Costs (as otherwise specifically provided in Section 7.1 of this Leasethose terms are hereinafter (defined) based on the Landlord's expected costs and expenses for the Premises, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, Building and the Basic Rent payable under this Lease for each year Property as of the Term Commencement Date. If at any time (and from time to time) during the Term, the Landlord estimates that the amount by which the aggregate of this Lease Taxes and that all charges Operating Costs incurred by the Landlord for any given calendar year will exceed Six Dollars ($6.00) for each rentable square foot in the Premises, the Landlord shall provide the Tenant with written notice of the estimated amount payable by the Tenant in respect of the Tenant's Percentage of such deficit amount. Commencing with the next scheduled monthly rental payment following the Tenant's receipt of such notice, the Tenant shall prepay to the Landlord, as Additional Rent hereunder and in the same manner as Basic Rent, 1112 of the annual amount specified by the Landlord, which prepayments the Landlord agrees shall be applied, without interest, to such amounts as they actually become payable. As soon as any- such amounts so payable are actually determined, but no later than April 30 of each calendar year, the Landlord shall notify the Tenant of any overpayments or underpayments made by the Tenant. If the Tenant has made an underpayment, the Tenant shall pay the underpaid amount to the Landlord within thirty (30) days of receiving said notice. If the Tenant has made an overpayment, the Landlord shall credit the Tenant the amount of such overpayment against future Basic Rent due under this Lease for Property TaxesLease. (2) As used herein, insurance premiums, utility "QPERATING COSTS" means (x) any and all charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating as the Landlord may from time to time actually incur in good faith with regard to the Premises or the operation and use or maintenance thereof, except as otherwise expressly agreed in this Lease, including, without limiting the generality of the Premisesforegoing, and/or reasonable attorneys' fees incurred by the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term Landlord in connection with any amendments to, consents under and subleases and assignments of this Lease requested by the Tenant and in connection with the enforcement of rights and pursuit of the remedies of the Landlord under this Lease (whether during or which relate to after the performance by Tenant expiration or termination of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease), and (y) thirty-three percent (33 %) or such other percentage as the rentable square footage of the Premises bears to the rentable square footage of the Building (currently 5,800 square feet) from time to time ("TENANT'S PERCENTAGE") of Common Expenses as hereinafter defined. Except "COMMON EXPENSES" shall mean any and all charges, costs and expenses of every kind and nature whatsoever, which the Landlord may from time to time actually incur and the reasonable value, based on competitive rates, of any materials and services which the Landlord may provide in good faith with respect to the ownership, operation and maintenance of the Building and the Property, including, without limitation, (i) making repairs to and undertaking maintenance of the Building and the Property, including all alterations and improvements to the common areas of the Building; (ii) providing utilities, including heat, water, sewer, air conditioning and ventilation, to the Premises and to the common areas of the Building, expressly excluding electricity service, for which the Tenant shall pay a separate charge as otherwise provided in Section 7.1 or 14.9 Paragraph 9; (iii) providing daily cleaning and rubbish removal from. the common areas; (iv) providing watering, landscaping and lawn care for the Property; (v) sanding, plowing and removal of this Leasesnow and ice from driveways, all payments of Basic Rent walkways and Additional Rent shall be payable without previous demand therefor parking areas; (vi) maintaining casualty and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentliability insurance with respect to the Landlord, however denotedthe ; Premises, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on Building and the basis Property; and (vii) reasonable administrative and management costs of the number of days within such calendar month and paid within ten (10) days of Landlord. Notwithstanding the later of (a) invoice from Landlord or (b) foregoing, Operating Costs shall not include the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."following;

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay as additional rent the Basic Rent shall be net sum of the following: (i) Tenant's Building Share (as such term is defined below) of the annual Building Operating Expenses which arc in excess of the amount of Building Operating Expenses applicable to the Expense Base Year, plus; (ii) Tenant's Project Share of the annual Project Operating Expenses which are in excess of the amount of Project Operating Expenses applicable to the Expense Base Year; plus (iii) Tenant's Project Share of the annual Tax Expenses which are in excess of the amount of Tax Expenses applicable to the Tax Expense Base Year, plus (iv) Tenant's Building Share of the annual Building Utilities Costs which are in excess of the amount of Building Utilities Costs applicable to the Utilities Base Year, plus (v) Tenant's Project Share of the annual Project Utilities Costs which are in excess of the amount of Project Utilities Costs applicable to the Utilities Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent." The Base Rent and that all charges payable by Tenant Additional Rent are herein collectively referred to as the "Rent." All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner, time and place as the We Rent. Without limitation on other obligations of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentwhich shall survive the expiration of the Lease Term, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall be paid survive the expiration of the Lease Term. [***] Confidential portions of this document have been redacted and filed separately with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentCommission."

Additional Rent. Except as otherwise specifically provided Lessor and Lessee acknowledge that Lessor is obligated to pay additional rent under the Prime Lease for taxes, operating expenses, insurance, common area maintenance charges and other expenses incurred in Section 7.1 connection with the Property (hereinafter "Additional Rent"). Lessor and Lessee agree that Lessee shall pay all Additional Rent under the Prime Lease subject to reimbursement by Lessor for its proportionate share of this such Additional Rent. To the extent any Additional Rent is or becomes payable to Prime Lessor directly under the terms of the Prime Lease, Lessor and Lessee agree to pay such amounts directly to Prime Lessor. In the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for event any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and such Additional Rent shall be remain payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable directly by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) Lessor after the Commencement Date, Lessor shall be entitled to reimbursement by Lessee for Lessee's proportionate share of such sums. Basic Rent Lessor's proportionate share is calculated by dividing the rentable area of the First Floor Retained Premises and Additional Rent are sometimes collectively referred Second Floor Retained Premises (as applicable) by the rentable area of the premises leased by Lessor pursuant to as "Rent" the Prime Lease. In the event the rentable area of the First Floor Retained Premises or "rentSecond Floor Retained Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Term, then Lessee's proportionate share shall be recalculated. Lessee's proportionate share is calculated by dividing the rentable area of the Premises and by the rentable area of the premises leased by Lessor pursuant to the Prime Lease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 Tenant shall also pay (a) Tenant’s Proportionate Share of this Leaseall costs and expenses paid or incurred by Landlord with respect to the ownership, management, repair, replacement, restoration, maintenance and operation of the Property, including, without limitation, the Basic costs of Permitted Capital Expenditures (as hereinafter defined), and all insurance premiums for coverages carried by Landlord (the “Operating Expenses”); (b) Tenant’s Proportionate Share of all governmental taxes, assessments, fees and charges of every kind or nature due or assessed during the Term in connection with the ownership, leasing and operation of the Premises (“Taxes”); (c) any other amounts owed by Tenant hereunder; and (d) all sales tax imposed by any applicable governmental authority on Base Rent shall be net to Landlord so that this Lease shall yieldand any of the foregoing amounts (the sums described in (a) through (c), net collectively, “Additional Rent”) to Landlord, c/o Berger Commercial Realty Corp., ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. Checks shall be made payable to Landlord. In the Basic event any monthly installment of Base Rent payable under this Lease for each year or Additional Rent, or both, is not paid within 5 days of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxesdate when due, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating a late charge in an amount equal to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use 5% of the Premisesthen delinquent installment of Base Rent and/or Additional Rent (the “Late Charge”; the Late Charge, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Base Rent and Additional Rent shall collectively be payable referred to as “Rent”) shall be imposed with respect to the then-delinquent Rent payment. Tenant shall pay the Rent promptly when due, without previous demand therefor notice or demand, and without any right of setoff abatement, deduction or deduction whatsoeversetoff. All charges payable by Tenant other than Basic shall pay, as Additional Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis its Proportionate Share (as stated in Section 1.10) of the number Operating Expenses and Taxes. Landlord shall have the right to reasonably estimate the Operating Expenses and Taxes for each calendar year during the Term (the “Operating Year”). Upon Landlord’s notice to Tenant of days within such calendar estimated amount, Tenant shall pay, on or before the first day of each month during that Operating Year, an amount equal to the estimate of Tenant’s Proportionate Share of Operating Expenses and paid within ten Taxes divided by 12 (10) days or the fractional portion of the later of (a) invoice from Operating Year remaining at the time Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."delivers its notice of

Additional Rent. Except From and after the Commencement Date, subject to adjustment as otherwise specifically provided in Section 7.1 this paragraph, Tenant shall pay to Landlord as Additional Rent (hereinafter defined as any and all sums, exclusive of Base Rent and sales tax, payable by Tenant to Landlord pursuant to this Lease), on the same day of each calendar month of the Lease term as Base Rent is due and payable, an amount estimated by Landlord to be the total costs of taxes on real and personal property, as more particularly described in Paragraph 5 of this Lease, and the Basic Rent shall be net to Landlord so that this Lease shall yieldinsurance coverages, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term as more particularly described in Paragraph 6 of this Lease. Except as otherwise provided In addition, Tenant shall pay a management/administration fee to Landlord in Section 7.1 the amount of four percent (4%) of the Base Rent payable by Tenant. Landlord may adjust the estimated monthly costs at the end of any calendar quarter on the basis of Landlord's reasonably anticipated costs. Within ninety (90) days following the end of each calendar year, Landlord shall furnish to Tenant a statement covering the calendar year just expired, showing the total of the above costs and the amount of charges paid by Tenant with respect to such period. If the actual costs exceed the monthly payments so made by Tenant, Tenant shall pay to Landlord the deficiency within fifteen (15) days after receipt of such statement including after the expiration of the term of this lease. If said monthly payments exceed the costs, such excess shall be credited against the next sums becoming due from Tenant hereunder, or, if such determination is made after the expiration or 14.9 termination of this Lease, all payments of Basic Rent and Additional Rent Landlord shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by pay such excess amount to Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid together with the next installment furnishing of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentstatement."

Additional Rent. Except A. Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant pursuant to the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as otherwise specifically provided in Section 7.1 the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent. B. In addition to the Minimum Annual Rent, Tenant shall pay to Landlord for each calendar year during the Lease Term, as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Real Estate Taxes (as hereinafter defined), Insurance Premiums (as hereinafter defined) and Operating Expenses (as hereinafter defined) for the Building and Common Areas within the Project. C. For purposes of this Lease, “Operating Expenses” shall mean all of Landlord’s reasonable expenses for operation, repair, replacement, and maintenance to keep the Basic Rent Building and Common Areas in good order, condition and repair pursuant to Section 7.02B hereof, together with an annual management or administrative fee in the amount of two percent (2%) of Landlord’s annual gross rental income from the Building. The Operating Expenses shall include, but not be net to Landlord so that this Lease shall yieldlimited to, net to Landlord, utilities serving the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesCommon Areas, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums deductibles actually paid by Landlord during the Term as a result of this Lease. Except a casualty claim, but in no event exceeding $25,000 per occurrence; stormwater discharge, license, permit, inspection and other fees, except as otherwise provided set forth below; fees and assessments imposed by any covenants or owners’ association in Section 7.1 or 14.9 effect as of the effective date hereof (without amendments that would unreasonably increase such fees and assessments); security services; and maintenance and repair of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, storm conveyance systems and sewer lines, exterior walls, roof repairs and gutters. The cost of any Operating Expenses which are of a capital nature shall be amortized over the useful life of such improvement (under generally accepted accounting principles), and only the annual amortized portion shall be included in Operating Expenses. For purposes of this Lease, any improvements performed by Landlord or expenditures made by Landlord in excess of $5,000.00 shall be deemed to be of a “capital” nature and the costs thereof shall be amortized as set forth above. Operating Expenses shall exclude expenses due to: (i) intentionally omitted; (ii) intentionally omitted; (iii) painting, redecorating or other work that Landlord performs for any other tenant or prospective tenant of the Building; (iv) repairs or other work (including rebuilding) occasioned by fire, windstorm or other casualty in excess of deductibles not to exceed $25,000 per occurrence or by condemnation; (v) any costs that are separately charged to and payable by tenants or for which Landlord is compensated by insurance proceeds or warranties; (vi) leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations; (vii) depreciation; (viii) interest on and amortization of debt; (ix) taxes of any nature, including Real Estate Taxes and assessments (payment of which is specifically addressed in Section 3.02B above) and interest and penalties for late payment of taxes; (x) rent payable under any lease to which this Lease is subject; (xi) supervisory personnel or property managers , whether on-site or off-site; (xii) costs and expenses of enforcing leases against tenants, including legal fees; (xiii) managing agents’ commissions, fees, or other similar compensation howsoever characterized other than as expressly provided herein; (xiv) all administration costs, including, without limitation, personnel, office expenses, and supplies, other than as expressly provided herein; (xv) expenses resulting from any violation by Landlord of the terms of any lease of space in the Building or of any ground or underlying lease or any mortgage; (xvi) the repair of any part of the Common Areas that was inadequately designed or defectively constructed; (xvii) intentionally omitted; (xviii) insurance (payment of which is specifically addressed in Section 3.02B above); (xix) payments of Basic Rent deductible amounts under insurance policies, except as specifically provided above; (xx) expenses for vacant or vacated space, including utility, security and Additional Rent shall be payable without previous demand therefor renovating costs for such space; (xxi) all costs and without expenses associated with any right environmental clean-up work of setoff Hazardous Materials existing on the Project prior to the Commencement Date of the Lease or deduction whatsoever. All charges payable by Tenant occurring thereafter as a result of the actions of Landlord, its agents, employees or contractors, or any third parties to the extent Landlord has recovered such costs from third parties (Landlord agrees to diligently pursue such recovery); (xxii) any costs and expenses associated with Landlord’s compliance with Legal Requirements pursuant to Section 7.04 hereof, except to the extent compliance is required because of amendments, changes, or modifications to the Legal Requirements which become effective after the date of this Lease (subject to being amortized as a capital item as set forth above); (xxiii) seasonal/holiday display items; (xxiv) Landlord’s profit, administrative and overhead costs (including, but not limited to: office space, equipment and utilities whether on-site or off-site; legal, accounting or administrative services; and Landlord’s personnel), other than Basic Rentexpressly provided herein, however denoted(xxv) stormwater discharge, are called "Additional Rent." Unless this Lease provides otherwiselicense, all Additional Rent shall be paid permit, inspection and other fees associated with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis initial construction of the number of days within such calendar month Building or the Common Areas; and paid within ten (10xxvi) days replacement costs for the foundation, exterior walls, structural frame and roof of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent Building, and Additional Rent are sometimes collectively referred to as "Rent" or "rentfor driveways and parking areas."

Additional Rent. Except Subtenant shall pay to Sublandlord as otherwise specifically provided "Additional Rent" when the same is due under the Master Lease all amounts set forth in Section 7.1 Sections 6, 7, 8 and 10 of this Leasethe Fourth Amendment to Lease dated March 31, the Basic Rent shall be net to Landlord so that this Lease shall yield2010 (“Fourth Amendment”), net to by and between Sublandlord and Master Landlord, the Basic Rent as well as $12,501 per annum, payable under this Lease in monthly installments of $1,041.75, for each year of the Term of this Lease and that all charges payable by Tenant under this Lease Subtenant’s contribution for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement parking lot expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic All Base Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes is collectively referred to as as, "Rent" ". In the event Subtenant is required to make a payment to Sublandlord pursuant to Section 10 of the Fourth Amendment, Sublandlord agrees to take commercially reasonable efforts to assist Subtenant as Subtenant may from time to time request in seeking to collect any such amounts from Southwest Florida Health System, Inc. (“Consult-A-Nurse”), however, Subtenant shall reimburse Sublandlord for any all reasonable costs and expenses (including reasonable attorneys' fees) actually incurred by Sublandlord in connection therewith. If Subtenant gives notice to Sublandlord requesting that Sublandlord institute an appropriate action or "rentproceeding for the enforcement of said obligations against Consult-A-Nurse and Sublandlord shall fail to do so within a reasonable time after Subtenant’s written request therefor (no less than 20 days after receipt of such written request), then Subtenant shall have the right to institute an appropriate action or proceeding against Consult-A-Nurse in the name of Sublandlord to enforce Sublandlord’s rights under the Office Building Lease for the fourth floor of the Premises between Sublandlord and Consult-A-Nurse which are applicable to Subtenant by virtue of this provision (and Sublandlord shall reasonably cooperate with such reasonable requests of Subtenant as may be necessary to enable Subtenant to proceed in Sublandlord’s name)."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to the Base Rent under Paragraph 4 above, any and all charges, expenses or other sums Subtenant is required to pay under the terms of this LeaseSublease, including, without limitation, any additional rent required under the Basic Rent Master Lease shall be net to Landlord so that this Lease shall yielddeemed additional rent (“Additional Rent,” and together with Base Rent, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease “Subtenant’s Rent”) and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges, expenses or discharged other sums which first arise, accrue or are invoiced at any time during or after the expiration of the Sublease Term, whether by TenantSublandlord or Master Landlord, at Tenant's sole cost and expenseto the extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease which are incorporated herein as liabilities or obligations of Subtenant). Notwithstanding anything to the contrarycontrary set forth in this Sublease, Tenant Subtenant shall not be responsible required to pay any Additional Rent, or to perform any obligation that is (i) allocable to any period of time prior to the Sublease Commencement Date or following the expiration or sooner termination of the Sublease (for any property management fees or earthquake insurance premiums paid reason other than Subtenant’s default), (ii) allocable to any portion of the Master Premises other than the Sublease Premises, (iii) payable as a result of a default by Landlord during Sublandlord of any of its obligations under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Master Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis as a result of the number gross negligence or willful misconduct of days within such calendar month and paid within ten (10) days Sublandlord or any of the later of (a) invoice from Landlord its agents, employees or contractors, or (biv) are incurred for the Commencement Date. Basic Rent sole and Additional Rent are sometimes collectively referred to as "Rent" or "rentexclusive benefit of Sublandlord."

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessor under the Master Lease as otherwise specifically provided to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 7.1 4.2.2 of this the Master Lease) and costs of utilities under Section 6.1 of the Master Lease, as incorporated herein, with respect to the Basic Rent Subleased Premises shall be net paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to Landlord so that this Lease shall yieldas “Rent”. Sublessee and Sublessor agree, net to Landlord, the Basic Rent payable under this Lease for each year as a material part of the Term of consideration given by Sublessee to Sublessor for this Lease and Sublease, that Sublessee shall pay all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements taxes, insurance, maintenance and obligations other charges of every kind and nature whatsoever relating arising in connection with this Sublease, the Master Lease as to the operation and use of the Subleased Premises, and/or or the Expansion Land (defined below) (whether or not Tenant has exercised Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseBase Rent payable under Paragraph 4.A hereof. Notwithstanding anything in this Sublease to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor not include, and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent Sublessee shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of have no obligation to pay for: (a) invoice from Landlord or any charges that apply solely to the 100 Premises/100 Building (e.g., real estate taxes on leasehold improvements therein), (b) late fees or penalties assessed against Sublessor as a result of Sublessor’s acts or omissions, (c) charges incurred as a result of excess or additional services specifically requested by Sublessor for the Commencement Date. Basic Rent 100 Premises/100 Building or for or including the Subleased Premises without Sublessee’s consent or as a result of Sublessee’s actions (including after hours utilities), and Additional Rent are sometimes collectively referred to (d) the cost of utilities and services consumed by Sublessor in the 100 Premises in excess of the reasonable and normal use of a comparable office user in the Project (such as "Rent" for labs or "rentserver rooms in the 100 Premises/100 Building), in which event Sublessor shall reasonably apportion the utilities portion of the Direct Expenses payable by Sublessee."

Additional Rent. Except Sublessee shall pay as otherwise specifically provided in Section 7.1 of additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all sums or other charges required to be paid by Sublessee under this Sublease. During the Term, Sublessee shall pay to Sublessor all sums or other charges required to be paid by Sublessor, as tenant, to Master Lessor under the Master Lease, the Basic Rent shall be net to Landlord so that this Lease shall yieldincluding without limitation, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that (a) all charges payable by Tenant under this Lease for Real Property Taxes, insurance premiumspremiums and common area expenses required to be paid to Master Lessor thereunder (collectively, utility charges“Operating Expense Payments”, maintenance, repair and replacement expenses, all which shall include expenses relating to compliance with lawsthe Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of the Master Lease, and all other costs(c) the management fee charged by Master Lessor to Sublessor under the Master Lease, feesbut expressly excluding (i) any “Basic Rent” due from Sublessor, as tenant, to Master Lessor under the Master Lease, and (ii) any late charges, expensesdefault interest and other penalties due from Sublessor, reimbursements and as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations of every kind and nature whatsoever relating contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the operation and use Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for the Subleased Premises shall be tolled until the earlier of (x) such time as twenty-five (25) or more employees of Sublessee occupy any portion of the PremisesBuilding, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (by) the Commencement Date. Basic Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 54 of the Master Lease, (B) repair or maintenance of the central courtyard, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within twenty (20) days after written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the central courtyard, or (bb) construction or installation of any new improvement in the central courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Sublessor shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. Base Rent and Additional Rent are hereinafter sometimes collectively referred to collectively as "“Rent" or "rent."”

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year A. As part of the Term consideration for the execution of this Lease Agreement, and in addition to the Base Rent specified above, Tenant covenants and agrees to pay, for each calendar year during the Term, as additional rent (the “Additional Rent”), Tenant’s pro rata share of the Operating Expenses (as hereinafter defined) for that year. Tenant’s pro rata share shall be a fraction, the numerator of which is the Net Rentable Area in the Leased Premises and the denominator of which is the Net Rentable Area in the Building. B. All Operating Expenses shall be determined in accordance with generally accepted accounting principles, consistently applied and shall be computed on the accrual basis. The term “Operating Expenses” as used herein shall mean all charges payable by Tenant under this Lease for Property Taxesexpenses, costs and disbursements in connection with the ownership, operation, management, maintenance and repair of the Building, the Land, related pedestrian walkways, landscaping, fountains, roadways and parking facilities (including the Garage [as defined on Exhibit C]), and such additional facilities to service any of the foregoing in subsequent years as may be necessary or desirable in Landlord’s reasonable discretion (the Building, the Land and said additional facilities being hereinafter sometimes referred to as the “Complex”), including but not limited to the following: (1) Wages and salaries of all employees engaged in the operation, security, cleaning and maintenance of the Complex, including customary taxes, insurance premiumsand benefits relating thereto, utility chargesallocated based upon the time such employees are engaged directly in providing such services, but not above the level of property manager. (2) All supplies, tools, equipment and materials used in operation and maintenance of the Complex. (3) Cost of all utilities for the Complex, including but not limited to the costs of water, electricity, gas, heating, lighting, air conditioning and ventilation; provided, however, in the event that Landlord elects to meter or sub-meter any or all of the aforementioned utilities in accordance with Section 7.E hereof, Operating Expenses shall not include the cost of such metered or sub-metered utilities provided to the Leased Premises or the leased premises of the other tenants in the Complex. (4) Cost of all janitorial service, maintenance and service agreements for the Complex and the equipment therein, including alarm service, security service, window cleaning, janitorial service, trash removal and elevator maintenance, repair and replacement expenses, . (5) Cost of all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever insurance relating to the Complex which Landlord may elect to obtain, including but not limited to casualty and liability insurance applicable to the Complex and Landlord’s personal property used in connection therewith; the amount of the commercially reasonable deductible paid by Landlord or deducted from any insurance proceeds paid to Landlord shall also constitute an Operating Expense. (6) Accounting costs and audit fees attributable to Landlord’s ownership of the Complex, including without limitation in connection with tax returns. All taxes and assessments and other governmental charges (whether federal, state, county or municipal and whether they be by taxing districts or authorities presently taxing the Leased Premises or by others subsequently created or otherwise) and any other taxes and improvement assessments attributable to the Complex, or its operation and or the revenues or rents received therefrom (whether directly or indirectly through the use of the Premisesa franchise, and/or the Expansion Land (defined below) (margin or other similar tax and whether or not such taxes allow for the deduction of expenses in calculating the base amount on which the tax is levied) but excluding, however, federal and state taxes on income (collectively, “Taxes”); provided, however, that if at any time during the Term, new taxes, assessments, levies, impositions or charges are imposed on the rents received from the Complex or the rents reserved herein or any part thereof (whether directly or indirectly through the use of a franchise, margin or other similar tax), or the present method of taxation or assessment shall be so changed that the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate and the improvements thereof shall be discontinued and as a substitute therefor, or in lieu of an increase to the tax rate thereof, taxes, assessments, levies, impositions or charges shall be levied, assessed and/or imposed wholly or partially as a capital levy or otherwise on the rents received from the Complex or the rents reserved herein or any part thereof (whether directly or indirectly through the use of a franchise, margin or similar tax and whether or not such taxes allow for the deduction of expenses in calculating the base amount on which the tax is levied), then such substitute or additional taxes, assessments, levies, impositions or charges, to the extent so levied, assessed or imposed, shall be deemed to be included within Taxes to the extent that such substitute or additional tax would be payable if the Complex were the only property of the Landlord subject to such tax. It is agreed that Tenant has exercised will also be responsible for ad valorem taxes on its personal property and on the Expansion Land Optionvalue of leasehold improvements to the extent that the same exceed standard building allowance, provided, however, that such amount(s) is(are) expressly set out in the tax statements from the taxing authorities, or are reasonably determinable from tax statements that pertain specifically to the Leased Premises, even if no reference is made in such statements to “standard building allowance” or similar concepts. (7) Amortization of the cost of installation of capital investment items that have been (whether before or during the Term) or are hereafter installed for the purpose of reducing Operating Expenses or which may arise be required by any laws, ordinances, orders, rules, regulations and requirements which are amended, become effective or become due during are interpreted differently after the Term Commencement Date which impose any duty with respect to or by reason otherwise relate to the use, condition, occupancy, maintenance or alteration of events occurring during the Term of this Lease or Complex. All such costs which relate to the performance installation of such capital investment items shall be amortized over the reasonable life of the capital investment item, with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles as reasonably determined by Landlord. (8) The property management fees incurred by Landlord, in no event to exceed four percent (4%) of the gross revenues (but expressly excluding parking revenues) received by Landlord on the Complex. (9) Cost of repairs and general maintenance (excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or other third parties) for the Complex. (10) The reasonable rental value of the Building management office (which shall not exceed 3,000 square feet of Net Rentable Area). (11) All costs incurred by Landlord for the purpose of reducing Operating Expenses, including, without limitation, the cost of all tax protests (subject to the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. provisions set forth in Section 6.B(7) above. C. Notwithstanding anything contained in this Lease Agreement to the contrary, Tenant the following shall not be responsible included in or considered as Operating Expenses: (1) Except as set forth in Section 6.B(7) above, expenditures classified as capital expenditures, including without limitation, capital improvements, capital repairs, capital equipment and capital tools, under generally accepted accounting principles consistently applied, including rental payments with respect to capital items, or any non-cash charges such as depreciation or amortization. All costs incurred for the acquisition and renovation, construction and improving of the Complex and Garage, and readying same for occupancy and use, including without limitation tap fees or other one-time utility charges and initial installation of landscaping improvements, light fixtures and other items, even if the replacement thereof is permitted to be included in Operating Expenses shall be excluded from Operating Expenses. (2) Advertising, promotional expenses, leasing commissions, attorneys fees, costs and disbursements and other expenses incurred in connection with the leasing of the Complex or negotiations or disputes relating to leasing and lease interpretations with tenants or prospective tenants or other occupants of the Complex. Personnel costs of persons on-site and off-site to the extent same are engaged in leasing activities shall be excluded from Operating Expenses. Gifts, meals and entertainment expenses incurred with tenants, tenant prospects and brokers shall be excluded from Operating Expenses. (3) The cost of repairs or other work occasioned by any casualty which is covered by insurance or coverable by standard all risk property insurance available in Texas, or by the exercise of the right of eminent domain or otherwise reimbursed to Landlord from another source, net of deductibles carried by Landlord, and reasonable out-of-pocket cost of adjustment. (4) Landlord’s cost of HVAC, electricity, water, janitorial and other services or benefits sold or provided to tenants in the Complex and for which Landlord is entitled to be reimbursed by such tenants as a separate additional charge or rental over and above the base rent or additional rent payments payable under the lease agreement with such tenant. The cost of providing HVAC services to other tenants at times or in quantities in excess of that made available to Tenant without special charge under this Lease Agreement, and the cost of providing electricity, water, janitorial or other services to other tenants in quantities or at specifications in excess of that made available to Tenant without special charge under this Lease Agreement, shall be excluded from Operating Expenses regardless of whether Landlord offers such services to other tenants without special charge under the terms of such other tenants’ leases. (5) All costs (including permit, license and inspection fees), however paid, in demolishing, removing, completing, fixturing, furnishing, renovating, decorating or otherwise altering or improving space for tenants or other occupants of the Complex or for vacant space, or for any property management fees or earthquake insurance premiums paid office, including space planning, interior design and engineering work. (6) Except as set forth in Section 6.B(7) above, all costs incurred by Landlord during in connection with the Term design or construction of the Complex or any equipment therein and related facilities, the correction of defects in design, construction or in the discharge of Landlord’s obligations under Exhibit G attached to this LeaseLease Agreement. (7) Except as set forth in Section 6.B(7) above, all costs of removing, remediating, encapsulating and/or monitoring any hazardous waste, substance or material, including, without limitation, asbestos containing materials, but excluding automotive fuels discharged in driving and parking areas of the Complex. Notwithstanding Section 6.B(7) above, all operating and capital costs required by or incurred in connection with (i) the installation of any capital improvement required by any law, ordinance or regulation enacted before the Effective Date, including, without limitation, the Americans with Disabilities Act, the Texas Architectural Barriers Act, the Houston Life Safety Ordinance, but excluding any changes in interpretations, enforcement or ruling thereon after the Effective Date, (ii) the existence of chlorofluorocarbons (freon) in the Complex heating ventilation and air conditioning system or variable air volume system, or (iii) any future asbestos abatement of the Complex shall be excluded from Operating Expenses. (8) All costs, including without limitation fines, penalties and legal fees, incurred or imposed in connection with any legal violation by Landlord or the property manager or any breach or default by Landlord under any loan or mortgage instrument or any lease or license agreement. All costs, including without limitation interest, late charges, penalties and legal fees, incurred in connection with any late payment by Landlord. (9) Except as otherwise provided in Section 7.1 6.B(6) above, federal and state taxes on income and inheritance, estate and gift taxes of Landlord, the property manager and their respective affiliates, and all taxes imposed on or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated calculated on the basis of any mortgage encumbering the number Complex or Garage or in connection with any transfer of days within such calendar month and paid within ten ownership of the Complex or Garage or beneficial interests therein. (10) days Ad valorem taxes attributable to the leasehold improvements of Tenant and the other tenants of the later Complex in excess of Complex standard but only to the extent (a) invoice Landlord is reimbursed directly by such other tenants for any ad valorem taxes attributable to the above Building standard leasehold improvements of such other tenants or (b) a separate allocation is made by the applicable taxing authority. (11) All payments to any affiliate of Landlord for services in excess of the costs of arms-length, third-party providers for services of comparable quality and scope. (12) Compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord or the property manager. (13) All costs incurred in connection with the operation, maintenance or repair of any antennae or satellite facilities, unless such services are being provided to all tenants of the Complex, including Tenant. (14) Except as otherwise provided in Section 6.B(6) above, other costs (including consulting fees and related disbursements) incurred in connection with Landlord’s ownership of the Complex to the extent not directly related to the operation, maintenance and repair thereof, including without limitation, costs of any disputes between Landlord and its employees or the property manager and costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Complex and/or common areas, costs of defending Landlord’s title or interest in and to said property. (15) All contributions to charitable organizations. (16) All contributions to reserves for Operating Expenses. (17) Except as otherwise provided in Section 6.B(6) above, any special assessments of taxes from any city, county, state or federal governmental agency, including, but not limited to, such items as parking income taxes. (18) Costs of repair or replacement for any item to the extent that Landlord is reimbursed for same pursuant to a warranty. (19) Costs which Landlord is reimbursed by its insurance carrier or by any tenant’s insurance carrier or by any other entity. (20) Any fines, costs, penalties or interest resulting from the negligence or willful misconduct of the Landlord or its agents, contractors or employees. (21) Any bad debt loss, rent loss or reserves for bad debt or rent loss. (22) All payments of principal, interest or other charges of any kind incurred in connection with any indebtedness secured by the Complex, and any payments under any ground lease or other underlying lease; provided that if Landlord makes payment of ad valorem taxes to its lender, rather than to taxing authorities, then payment to the lender shall not be included in Operating Expenses, but payments by the lender to taxing authorities shall be considered payments by Landlord, to be included in Operating Expenses to the extent otherwise provided for herein. (23) The cost of any additional casualty insurance premium for the Complex in excess of the standard rate payable by Landlord, which additional cost is attributable to: (a) the tenancy of a particular tenant or tenants in the Complex other than Tenant or (b) the Commencement Date. Basic Rent use of any part of the Complex by Landlord other than for purposes of providing general services to the Complex. (24) Accounting costs and audit fees attributable to Landlords ownership (as opposed to the operation) of the Complex, including in connection with Landlord’s income tax returns. D. If the Term of this Lease Agreement commences or terminates on other than the first day of a calendar year, Tenant’s Additional Rent are sometimes collectively referred to shall be prorated for such commencement or termination year, as "Rent" or "rent."the case may be, by multiplying each by a fraction, the numerator of which shall be the numb

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseTenant covenants to pay without notice, the Basic Rent shall be net deduction, set-off or abatement to Landlord so that this Lease shall yield, net to Landlord, the Basic Additional Rent payable under this Lease for each year in lawful money of the Term United States in equal consecutive monthly installments in advance on the first day of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due each month during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseTerm. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. 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 basis first day of the number month following the month in which Landlord notifies Tenant of days within the amount of such Additional Rent. If, as finally determined, the amount 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 month year, the Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar year and paid within ten (10) 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, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the later date Landlord notifies Tenant of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and amount of Additional Rent are sometimes collectively referred owing, Tenant or its authorized agent shall have the right to as "Rent" or "rentinspect 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 notification by Landlord shall be deemed to be correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the amount of Base Rent payable hereunder."

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessor under the Master Lease as otherwise specifically provided to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Tax Expenses” and “Utilities Costs” (as defined in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year 4.2 of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesMaster Lease), insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. Sublessee shall also pay to Sublessor any gross receipts or discharged rent tax payable with respect to this Sublease and all costs directly incurred by Tenantor at the request of Sublessee, at Tenant's sole cost and expenseSublessor’s reasonable expenses reasonably allocable to the Subleased Premises, in maintaining the systems serving the Premises and the Subleased Premises in common and providing utility service to the Premises and Subleased Premises in common to the extent not included in Operating Expenses (excluding any capital improvements or expenditures except to the extent amortized over their useful lives as reasonably determined by Sublessor). All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Notwithstanding anything to the contrarycontrary in the Sublease, Tenant (i) Sublessee shall not be responsible for required to pay any property management fees Rent or earthquake insurance premiums paid perform any obligation that is required as a result of a default by Landlord during Sublessor of any of its obligations under the Term Master Lease (except to the extent such default was due to the negligence, willful misconduct or violation of this Lease. Except as otherwise provided Sublease by Sublessee) or the misuse, negligence or willful misconduct of or by Sublessor or its agents, contractors or invitees or the violation of law by Sublessor, in Section 7.1 each case not caused by Sublessee, and (ii) Sublessee shall not be required to pay any cost to construct the Tenant Improvements (or 14.9 of this Leaseany other improvements constructed by or for Sublessor), all payments of Basic the Additional Allowance or the Amortization Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff under the Master Lease or deduction whatsoever. All charges payable Hazardous Materials brought onto the Premises, Building or Project by Tenant other than Basic Rent, however denoted, are called "Additional RentSublessor." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseIn addition to the Base Rent, Sublessor is obligated under the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Prime Lease for each year additional payments and reimbursement to the Prime Landlord in respect of Common Area Maintenance, utility, insurance, real estate taxes and other expenses together with an independent obligation to maintain the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesSubleased Premises, all expenses relating to compliance with laws, as more specifically set for in the Prime Lease attached as Exhibit B. Any and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether such sums as may be or not Tenant has exercised the Expansion Land Option) which may arise or shall become due during the Term or by reason of events occurring during the Term of this Lease or which relate Sublease are the responsibility of Sublessee and shall be deemed Additional Rent (together with the Base Rent, “Rent”) due hereunder. All payments due under this Sublease shall be considered “rent” for all purposes. Pursuant to the performance by Tenant terms of all the termsPrime Lease, covenantsPrime Landlord is required to reconcile the actual expenses for the Premises as compared to the estimated payments made throughout the preceding calendar year. Following Sublessor’s receipt of such reconciliation from Prime Landlord, conditions Sublessor shall promptly forward a copy of such reconciliation to Sublessee, and agreements to be performed, paid or observed by Tenant hereunder there shall be paid or discharged by Tenant, at Tenant's sole cost an adjustment between Sublessor and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible Sublessee for any property management fees over or earthquake insurance premiums paid by Landlord during the Term under payment of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and such Additional Rent shall be payable without previous demand therefor and without any right of setoff items for the preceding calendar year, with payment to Sublessor or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with credit to Sublessee against the next installment of Basic Additional Rent falling due. Rent for any partial month shall be prorated on (or refund following the basis expiration of the number of days Sublease term), as the case may require, within such calendar month and paid within ten thirty (1030) days after Sublessor’s delivery of such reconciliation to Sublessee. A summary of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to is annexed hereto as "Rent" or "rent."Exhibit C.

Additional Rent. Except Commencing on the Commencement Date (as otherwise specifically provided determined pursuant to Section 2.3 above) and continuing throughout the Term, in Section 7.1 addition to the Base Monthly Rent due and payable on and after the Rent Commencement Date, Tenant shall pay to Landlord as additional rent ("Additional Rent") the following amounts: A. Tenant's Proportionate Share of all Operating Expenses (as defined in Article 13). Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (1) Landlord may ▇▇▇▇ to Tenant, on a periodic basis not more frequently than monthly, Tenant's Proportionate Share of such expenses (or group of expenses) as paid or incurred by Landlord, and Tenant shall pay such share of such expenses within thirty (30) days after receipt of a written ▇▇▇▇ therefore from Landlord; and/or (2) Landlord may deliver to Tenant Landlord's reasonable estimate of any given expense (or group of expenses, such as Landlord's Insurance Costs or Real Property Taxes) which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay Tenant's Proportionate Share 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 method of billing Tenant Tenant's Proportionate Share of such 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, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except In addition to the Base Rent as otherwise specifically provided set forth in Article 3 herein, Tenant shall pay Landlord “Additional Rent,” which term shall be defined to include, but not be limited to, the following: (a) All Operating Costs (as defined in Section 7.1 4.4) associated exclusively with Leased Premises; (b) Tenant’s Proportionate Share (as defined in Section 4.2) of this LeaseOperating Costs for the CSLSC, the Basic Rent shall be net Land and the Common Areas, and which are not exclusively associated with a specific building within the CSLSC; (c) any sum owed for separately metered utilities, if any, including, without limitation, electricity, gas and telephone and data services; (d) to Landlord so that this Lease shall yield, net to the extent paid by Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating coverage required to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating be maintained pursuant to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring Article 12 hereof during the Term of this Lease; and (e) any other sums owed by Tenant pursuant to the terms of this Lease or which relate otherwise arising in connection with Tenant’s occupancy of the Leased Premises. Any other operating costs or expenses related to Tenant’s use and occupancy of the performance Leased Premises that are paid directly by Tenant of all the terms, covenants, conditions shall not be included in Additional Rent and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant Landlord/Building Management shall not be responsible for any property management fees such services or earthquake insurance premiums paid by other obligations, of any kind whatsoever, related to these items. If Landlord during subdivides and legally partitions the Term parcel of this Lease. Except as otherwise provided in Section 7.1 Land associated with planned building B of the CSLSC, Tenant’s Proportionate Share of Operating Costs shall not include any taxes or 14.9 site maintenance for that subdivided and legally partitioned unimproved parcel of the Land until such time improvements commence for the development and construction of building B. For purposes of this Lease, all payments of Basic Base Rent and Additional Rent shall hereinafter be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "“Rent" or "rent."”

Additional Rent. Except (a) With respect to the Subleased Premises, during the Term, Sublessee shall pay to Sublessor as otherwise specifically provided “Additional Rent” as follows: (i) Any items specified in Section 7.1 the Prime Lease to be additional rent and any other sums of this Leasemoney, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expensesadjustments, reimbursements and obligations of every kind and nature whatsoever relating increases, rent or additional rent payable by Sublessor to Landlord under the Prime Lease (including, without limitation, overtime charges for HVAC) attributable to the operation Subleased Premises or the use and use occupancy thereof by Sublessee, or to any alteration or Change (as such term is defined in the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the purposes of calculating the amount of Additional Rent payable by Sublessee to Sublessor in respect of Taxes, the “Tenant’s Proportionate Share” (as defined in the Prime Lease) shall be deemed to be 11.12% (subject to adjustment in event of any reduction in the size of the Building or the Subleased Premises as a result of a casualty or condemnation) of the Premises, and/or with all other terms having the Expansion Land same meanings ascribed to them in Article 5 of the Prime Lease, except that the “Base Tax Year” (as defined belowin the Prime Lease) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term for purposes of this Lease or which relate Sublease shall mean the calendar year 2007 (i.e. one-half of the amount of Taxes in respect of the 2006/2007 Tax Year plus one-half of the amount of Taxes in respect of the 2007/2008 Tax Year). Except as modified by this Sublease, with respect to the performance by Tenant of all Subleased Premises, the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder Additional Rent for Taxes shall be paid or discharged by Tenant, at Tenant's sole cost and expensecalculated in accordance with the terms of the Prime Lease. Notwithstanding anything to the contrarycontrary contained in the Prime Lease, Tenant Sublessee shall not be responsible have no obligation to pay to Sublessor any Operating Expense Payment (as defined in the Prime Lease). (ii) Additional Rent due for any property management fees or earthquake insurance premiums paid electricity payable by Sublessor to Landlord during with respect to the Term Subleased Premises pursuant to the terms of this Section 16 of the Prime Lease, which electricity is currently measured by an existing submeter. Except With respect to the existing submeter, which measures the electricity consumption in the Subleased Premises and the balance of the 17th floor on which the Subleased Premises is located, Sublessee shall pay for Sublessee’s “Usage” (as otherwise provided defined in Section 7.1 or 14.9 16.02(a) of this the Prime Lease), all payments of Basic Rent and Additional Rent which shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis equal to Sublessee’s proportionate share of the number of days within electricity consumption measured by such calendar month and paid submeter. Sublessee shall have the right, upon written notice given to Sublessor within ten (10) days after Sublessor gives Sublessee an invoice, to contest Sublessee’s Usage shown on such invoice, provided that Sublessee shall pay to Sublessor the amount due as shown on such invoice in accordance with Article 16 of the later Prime Lease. If Sublessee shall so contest an invoice for electricity, then Sublessor shall, at Sublessee’s cost and expense, cause the electricity consumption measured by such existing submeter to be surveyed by an independent electrical consultant designated by Sublessor to determine whether the cost billed to Sublessee for Sublessee’s Usage equitable reflects Sublessee’s hours of operation and the quantity of electrical equipment in the Subleased Premises. In the event such survey determines that Sublessee’s actual electricity consumption for the period shown on Sublessor’s invoice was at least ten percent (a10%) less than Sublessee’s Usage shown on Sublessor’s invoice, then Sublessor shall credit such difference against the next invoice to Sublessee for electricity and Sublessor shall thereafter use commercially reasonable efforts to monitor the consumption of electricity by all subtenants measured by such existing submeter. If Sublessee or the other 17th floor subtenant(s) shall consume unreasonable amounts of electricity for more than a de minimis period of time, Sublessor shall use good faith efforts to implement a mutually agreeable process to monitor and assess the consumption of electricity by Sublessee and the other 17th floor subtenant(s). If a submeter(s) shall be installed that shall measure only the electricity consumption in the Subleased Premises, (x) Sublessee’s Usage shall be equal to 100% of the electricity consumption shown on such submeter(s), (y) Sublessee shall have no further right to contest an invoice for electricity from Landlord or Sublessor and Sublessee shall pay Sublessor for such Usage in accordance with Article 16 of the Prime Lease and (z) Sublessee shall, during the Term of this Sublease, pay for all costs and expenses to maintain and repair such submeter(s). (b) Sublessee shall pay to Sublessor the Commencement DateAdditional Rent at the time and in the manner Sublessor is required to pay the same to Landlord, as set forth in the Prime Lease. Basic Except as expressly provided herein, all other additional rent, charges, fees or other amounts payable under this Sublease or the Prime Lease by Sublessee shall be payable within fifteen (15) days of written demand therefor. (c) The initial demand for Additional Rent payable pursuant to this Section 4 and any subsequent demand for increases in Additional Rent shall be accompanied by copies of any invoices, bills or other documentation evidencing such Additional Rent which Sublessor shall have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the provisions of this Sublease, shall not in any way be a waiver, or cause Sublessor to forfeit or surrender its rights to collect, any Fixed Rent or Additional Rent that may have become due pursuant to the terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord under the Prime Lease on account of any overpayment of Additional Rent for which Sublessee has paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such refund Sublessee’s proportionate share of any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, consultants fees and disbursements, incurred by Sublessor in connection with the obtaining of any such refunds. Sublessee shall pay to Sublessor, as Additional Rent, within ten (10) days after demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the Prime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder on account of Taxes due under Article 5 of the Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and Additional Rent are sometimes collectively referred Rent, shall be deemed to as "Rent" be and shall constitute rent for all purposes hereunder and, in the event of any non-payment thereof, Sublessor shall have all of the rights and remedies provided herein, at law or "in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor hereunder shall survive the Expiration Date or the earlier termination of this Sublease."

Additional Rent. Except Commencing on the First Phase RCD (or, in the case of Tenant's obligations under Section 3.2(a) below, on January 1, 2008) and continuing throughout the remaining Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as otherwise specifically additional rent (the "Additional Rent") the following amounts: (a) An amount equal to Tenant's Share of the Property Operating Expenses (as defined below) for any Expense Year (as defined below) that are in excess of the Property Operating Expenses for the Base Year. The amount by which the Property Operating Expenses for any given Expense Year exceed the Property Operating Expenses for the Base Year is sometimes referred to herein as the "Property Operating Expenses Increase". In respect of any Expense Year which is partly within and partly without the Lease Term, Tenant's Share of the Property Operating Expenses Increase shall be prorated to correspond to that portion of the Expense Year occurring within the Lease Term. Landlord reserves the right to change from time to time the methods of billing Tenant for any given Property Operating Expenses or the periodic basis on which such expenses are billed, provided in Section 7.1 that Landlord shall not institute any such changes more than twice (as to each item) during any calendar year. (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 this Lease; and (d) Any other charges, interest, reimbursements or other sums due Landlord pursuant to the terms of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except (a) It is the intention of the LANDLORD and the TENANT that all costs, expenses, and obligations of every kind relating to the leased property (except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Optionlease) which may arise or become due during the Term or by reason of events occurring during the Term term of this Lease or which relate to the performance by Tenant lease, excepting payments of all the termsprincipal and interest on any mortgage, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid by the TENANT, and that the LANDLORD shall be indemnified by the TENANT against such costs, expenses and obligations. The TENANT shall pay any and all expenses which affect the Demised Premises generally as set forth herein. Any expenses which directly affect only the portion of the Demised Premises leased to TENANT and any expenses which result solely from acts or discharged omissions of TENANT shall be payable by Tenant, at Tenant's sole cost and expenseTENANT. Notwithstanding anything The rent shall be paid to the contraryLANDLORD without notice or demand and without abatement, Tenant deduction, or setoff (except as otherwise specifically provided for in this Lease). The rent shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord in equal monthly installments in advance on the first day of each calendar month during the Term term of this Lease. Except The following costs, expenses, and obligations shall be deemed to be additional rent payable according to the terms of this paragraph (a). (i) The TENANT shall pay all assessments, water and sewer charges, and other governmental levies against the leased property, including any and all fees levied against the Demised Premises by the City of Springfield. In the event TENANT fails to pay any of the aforesaid when due, the LANDLORD shall have the right to make such payment(s) on behalf of the TENANT and thereafter deem any such payment made as otherwise provided additional rent payable in Section 7.1 accordance with paragraph (a). (ii) The TENANT shall furnish to the LANDLORD official receipts or 14.9 other satisfactory proof of payment for all items required to be paid within a reasonable time after demand by the LANDLORD. (iii) All sums (other than the fixed rent) which may be due and payable or are to be deposited by the LANDLORD under this Lease shall be payable on demand and shall be deemed to be additional rent hereunder. (iv) The LANDLORD appoints the TENANT the attorney-in-fact of the LANDLORD for any purpose of making all payments to be made by the TENANT pursuant to any of the provisions of this Lease to persons other than the LANDLORD. In case any person to whom any sum is directly payable by the TENANT under any of the provisions of this Lease shall refuse to accept payment of such sum from the TENANT, the TENANT shall thereupon give written notice of such fact to the LANDLORD and shall pay such sum directly to the LANDLORD, who shall thereupon pay such sum to such person. (b) In the event that the TENANT shall fail to deliver to the LANDLORD certificates of insurance as so ordered in Article IX herein, the LANDLORD may cause such insurance to be issued and bills for the premiums therefor shall be rendered by the LANDLORD to the TENANT at such times as the LANDLORD may elect, and shall be due from and payable by the TENANT when rendered and the amount thereof shall be deemed to be, and paid as, additional rent. (c) All taxes, charges, costs and expenses which the TENANT is required to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the TENANT’S failure to pay such amounts, and all damages, costs and expenses which the LANDLORD may incur by reason of any default of the TENANT or failure on the TENANT’S part to comply with the terms of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor deemed to be additional rent and, in the event of nonpayment by the TENANT, the LANDLORD shall have all the rights and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid remedies with respect thereto as the next installment of Basic Rent falling due. Rent LANDLORD has for any partial month shall be prorated on the basis nonpayment of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "fixed rent."

Additional Rent. Except The parties acknowledge and agree that the Leases are on a “triple net” basis, with amounts collected from the Lessees for each of the Properties as otherwise specifically additional rent being applied to (or accrued for) the payment of taxes, assessments and operating expenses for the applicable Properties on a cash basis. Therefore, additional rent for such operating expenses (including all amounts accrued for real estate taxes [except as provided in Section 7.1 subparagraph (b) below with respect to the vacant space at the Illinois Properties]) that have been received by Sellers and are applicable to Buyer’s period of this Leaseownership on a cash basis, less amounts paid through the Close of Escrow, shall be credited to Buyer upon the Close of Escrow. With respect to any vacant spaces at any of the Properties for the one year period prior to the Close of Escrow (except for real property taxes for the vacant space at the Illinois Properties which shall be prorated as provided in subparagraph (b) below), the Basic Rent applicable Seller(s) shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for including in the credit of additional rent of such operating expenses all amounts that would have been received by Sellers had such vacant space(s) been leased to tenants on the same triple-net basis as the other spaces and otherwise subject to the provisions set forth in the immediately preceding sentence. The aforementioned proration provisions assume that there is no deficiency in the amounts collected by Sellers for additional rent from the tenants of the Properties to satisfy obligations through the Close of Escrow. To the extent there is any deficiency, Buyer will collect such amounts (other than the amounts attributable to Sellers for any vacant spaces) from the applicable tenants in the same manner as rent that needs to be collected after the Close of Escrow under Section 11(c) hereof. Buyer shall then be responsible for reconciling with each of the Lessees under the Leases at the end of the year or other period as appropriate any overpayments or deficiencies (other than as provided immediately above) for such amounts. The prorations referenced above shall be initially performed at the Close of Escrow but shall be subject to further adjustment and proration in cash after the Close of Escrow as and when complete and accurate information becomes available, if such information is not available at the Close of Escrow (except with respect to the vacant spaces). Sellers and Buyer agree to cooperate and use their commercially reasonable efforts to make such adjustments not later than one hundred twenty (120) days after the Close of Escrow (or as soon thereafter as may be practicable, with respect to common area maintenance and other additional rent charges (including pass-throughs for real estate and personal property management fees taxes and special assessments) payable by Lessees under the Leases) and shall again cooperate to make any additional adjustments that may be required in connection with any year end reconciliations made in connection with any Lease requirements. The parties shall immediately pay any amounts that are owing following Sellers’ delivery of the reconciliations provided above. The foregoing reconciliation provisions shall specifically apply with respect to any invoices received by any Sellers subsequent to the Close of Escrow that are in the name of a Seller, relate to one or earthquake insurance premiums more of the Properties (and would be subject to reimbursement as part of additional rent under the Leases), and are paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentsuch Seller." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except In addition to Minimum Annual Rental and Percentage Rental hereunder, Tenant shall pay, as otherwise specifically “Additional Rent” (whether or not so designated herein), in a manner and at the place provided in Section 7.1 this Agreement, all sums of this Lease, the Basic Rent shall money required to be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair Agreement. If such amounts or charges are not paid at the time and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to in the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except manner as otherwise provided in Section 7.1 or 14.9 of this LeaseAgreement, all payments of Basic Rent and they shall nevertheless be collectible as Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent Minimum Annual Rental thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder or to limit any other remedy of Landlord. All amounts of Minimum Annual Rental, Percentage Rental and Additional Rent for any partial (also collectively referred to in this Agreement as “Rental”) payable in a given month shall be prorated deemed to comprise a single rental obligation of Tenant to Landlord. All Rental shall be paid to Landlord in currency of the United States or other customary commercial manner at the address set forth in this Agreement or such other place as Landlord may designate, without any deductions or offsets whatsoever. As of the Rental Commencement Date, Tenant shall initially pay, as Additional Rent, the following charges for Common Area Operating Costs and Expenses (including Landlord's insurance on the basis Shopping Center), Taxes, the Promotional Charge, and the Tenant HVAC charge (as those terms are defined below): Common Area Operating Costs and Expenses: $ /sf/year, subject to annual increases of the number percent ( %) beginning on January 1, 20 ; Taxes: $ /sf/year, subject to annual adjustment pursuant to Landlord’s actual costs for Taxes; and Tenant HVAC Charge: $ /sf/year, subject to annual increases of days within such calendar month and paid within ten (10percent ( %) days beginning on January 1, 20 . Promotional Charge: $ /sf/year; subject to annual increases of the later of (apercent ( %) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentbeginning on January 1, 20 ."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, Commencing on the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, Sublease Commencement Date and continuing throughout the Basic Rent payable under this Lease for each year duration of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesSublease Term, insurance premiumsSubtenant shall pay to Sublandlord, utility chargesas Additional Rent (defined below), maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land both: (1) Subtenant’s Percentage – Project (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all expenses due under the termsLease, covenantsincluding without limitation, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except all Operating Expenses (as otherwise provided defined in Section 7.1 or 14.9 5.1.1 of this the Original Lease), all payments of Basic Rent and Additional Rent such amounts shall be payable without previous demand therefor as and without any right of setoff or deduction whatsoever. All charges when payable by Tenant Sublandlord to Master Landlord; and (2) Subtenant’s Percentage – Building (defined below) of all expenses, costs, and disbursements which Sublandlord shall actually pay or incur in connection with the Lease and/or the operation, repair, maintenance and/or replacement of the Building and calculated assuming the Building is one hundred percent (100%) occupied, including without limitation, all common area maintenance and elevator maintenance charges and fees, and such amounts shall be payable as and when paid or incurred by Sublandlord. “Subtenant’s Percentage – Project” shall mean Subtenant’s percentage of the entire Project as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Project (i.e., approximately 16.2558%). “Subtenant’s Percentage – Building” shall mean Subtenant’s percentage of the entire Building as determined by dividing the rentable square footage of the Premises by the total rentable square footage of the Building (i.e., approximately 48.7522%). “Additional Rent” shall mean all sums other than Basic RentBase Sublease Rent payable by Subtenant to Sublandlord under this Sublease, however denotedincluding without limitation: Operating Expenses; common area maintenance and elevator maintenance charges and fees; late charges; overtime or excess service charges; damages; interest and other costs and expenses related to Subtenant’s failure to perform any of its obligations under this Sublease. Subtenant shall not request or utilize overtime or excess services without Sublandlord’s prior consent. If Sublandlord consents to such overtime or excess services, are called "Additional Rent." Unless this Subtenant shall be solely responsible for the cost thereof. Because the Lease provides otherwise, all Additional Rent shall be paid with for the next installment payment by Sublandlord of Basic Rent falling due. Rent for any partial month shall be prorated Operating Expenses on the basis of an estimate thereof, as and when adjustments between estimated and actual Common Area Operating Expenses are made under the number Lease, the obligations of days within Sublandlord and Subtenant hereunder shall be adjusted in a like manner; and if any such calendar month and paid within ten (10) days adjustment shall occur after the expiration or earlier termination of the later Sublease Term, then the obligations of (a) invoice from Landlord Sublandlord and Subtenant under this Section 4.2 shall survive such expiration or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "renttermination."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to the Base Rent due pursuant to --------------- Paragraph 5.1 of this Sublease, but otherwise Subject to the terms hereof, Sublessee shall pay to Sublessor the additional rent (excluding the difference between basic monthly rent payable under the Lease and Base Rent payable hereunder) required to be paid by Sublessor to Lessor pursuant to Paragraphs 31 and 35 of the Lease (as modified by Paragraphs 9 and 11 hereof), and, following Sublessor's receipt of written notice from Sublessee, Sublessor shall pay such additional amounts required to be paid under any other provision of this Sublease, for the period commencing on the Commencement Date and continuing through the expiration of the Sublease term ("Additional Rent"). Additional Rent shall include all utilities and services described in Paragraph 37 of the Lease, which shall be paid by Sublessee directly to the Basic providers of such services. Additional Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that also include all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair costs and replacement expenses, expenses and other sums which Sublessee is required to pay hereunder (together with all expenses relating interest and charges that may accrue thereon in the event of Sublessee's failure to compliance with lawspay the same to the extent payable hereunder), and all other costsdamages, fees, charges, expenses, reimbursements costs and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) expenses which Sublessor may arise or become due during the Term or incur by reason of events occurring during the Term of this Lease or which relate to the performance any default by Tenant of all the terms, covenants, conditions and agreements Sublessee shall be deemed to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseAdditional Rent hereunder. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without accrue commencing on the commencement Date. In the event of nonpayment by Sublessee of any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Additional Rent, however denotedSublessor shall have all rights and remedies with respect thereto as Sublessor has for the nonpayment of Base Rent, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with Subject to the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days day notice period provided in Paragraph 30(a) of the later of (a) invoice from Landlord or (b) Lease. Notwithstanding the Commencement Date. Basic Rent and foregoing, Sublessee shall not be required to pay Additional Rent are sometimes collectively referred to as "Rent" or "rentthe extent such amounts become due by reason of a Sublessor's Lease Default, if such default is not cured within such ten (10) day period."

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay “Tenant’s Share” (as defined in Exhibit B) of (a) the Basic annual “Operating Expenses” (as defined in Exhibit B) which are in excess of the amount of Operating Expenses applicable to the “Base Year” (as defined in Exhibit B). and (b) the annual “Tax Expenses” (as defined in Exhibit B) which are in excess of the amount of Tax Expenses applicable to the Base Year; provided, however, that in no event shall any decrease in “Direct Expenses” (as defined in Exhibit B) for any Expense Year below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent shall be net or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (other than Base Rent), are hereinafter collectively referred to as the “Additional Rent”, and that all charges payable by Tenant the Base Rent and the Additional Rent are herein collectively referred to as “Rent.” All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner as the Base Rent or as otherwise specifically set forth in this Lease. The obligations of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all to pay the Additional Rent provided for in this Article 4 shall be paid with survive the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis expiration of the number of days within Lease Term for a period not to exceed one (1) year; provided, however, that the one (1) year period shall not apply to assessments for Tax Expenses received by Landlord after such calendar month and paid within ten one (101) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentyear period."

Additional Rent. Except Tenant covenants and agrees to pay, as otherwise specifically provided additional rent, Tenant’s Proportionate Share (as hereinafter defined), adjusted to reflect an occupancy rate in Section 7.1 the Building of this Leaseone hundred percent (100%), the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease following costs and that expenses: (i) all charges costs and expenses incurred by Landlord relating to the Premises; (ii) all costs and expenses relating to the Common Facilities; and (iii) if applicable, certain costs and expenses relating to the Property and the Park, all as hereinafter provided and to pay all other amounts payable by Tenant under the terms of this Lease for Property Taxes("Additional Rent"), including, without limitation, (a) Taxes and Assessments (as defined in Article V below); (b) insurance premiumscosts (as provided in Article VI below); (c) operating expenses (as provided in Section 7.2 below); (e) maintenance and repair expenses (as provided in Section 7.3 below); and, utility charges, maintenance, repair (f) other costs and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether Common Facilities, the Property, and, if applicable, the Park during or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate attributable to the performance by Tenant of Term, all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of as hereinafter provided in this Lease. Except as otherwise provided Landlord shall notify Tenant in Section 7.1 or 14.9 writing, giving calculations of this Leasethe amount of Additional Rent, all payments of Basic Rent and which Additional Rent shall be payable without previous demand therefor at the same time as, and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic in addition to, the Base Rent, however denotedbut the minimum Base Rent may never be less than that stated in this Section 4. Tenant shall further pay as Additional Rent any sales or use tax imposed on rents collected by Landlord or any tax on rents in lieu of ad valorem taxes on the Building, are called "even though laws imposing such taxes may attempt to require Landlord to pay the same. If any such sales or use tax shall be imposed upon Landlord, and Landlord shall be prohibited by applicable law from collecting the amount of such tax from Tenant as Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten then Landlord, upon sixty (1060) days of the later of (a) invoice from prior written notice to Tenant, may terminate this Lease, unless Tenant legally can and does in fact reimburse Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentfor such tax."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent Tenant shall be net pay to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease 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 Project for each year of the Term exceed the annual Operating Costs per rentable square foot in the Project for the Base Year. Landlord may make a good faith estimate of this Lease 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, 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 reasonably estimate and that all charges 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 under this Lease for Property Taxesshall be appropriately adjusted in accordance with the estimations so that, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to by the operation and use end of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrarycalendar year in question, Tenant shall not be responsible for any property management fees or earthquake insurance premiums have paid by Landlord during all of the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be payable without previous demand therefor and without any right subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. Operating Costs for the Base Year, for the purpose of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentcomparisons of the Base Year with subsequent years only, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month calculated so as to not include market-wide labor-rate increases due to extraordinary circumstances, including boycotts and paid within ten (10) days of the later of (a) invoice from Landlord strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred other shortages; or amortized costs relating to as "Rent" or "rentcapital improvements."

Additional Rent. Except (a) In addition to the foregoing minimum rent, all other payments and any other monetary obligations hereunder to be made by Tenant shall be deemed to be and shall become additional rent hereunder whether or not the same be designated as otherwise specifically provided in Section 7.1 such; and shall be due and payable within ten (10) days of receipt of an invoice therefor or together with the next succeeding installment of rent, whichever shall first occur. Additional rent shall also include any sales or rent tax which is or may be chargeable against the Demised Premises or Landlord, the minimum rent, and/or additional rent as herein defined. Landlord, at its election, shall have the right to pay or do any act which requires the expenditure of any sums of money by reason of the failure or neglect of Tenant to perform any of the provisions of this LeaseLease in regard to the Demised Premises, and in the Basic Rent event Landlord, shall at its election pay such sums or do such acts requiring the expenditure of monies, Tenant agrees to pay Landlord, all such sums, and the sum so paid by Landlord, shall be deemed additional rent and be payable as such. All installments of minimum rent, additional rent and all other rent and monetary obligations due hereunder which is not paid within ten (10) days after the due date thereof, shall bear interest from such due date through the date of payment at a rate of fifteen percent (15%) per annum, or the highest rate of interest to which parties such as Landlord and Tenant are then lawfully permitted to agree in Connecticut. Landlord shall have the same remedies for failure to pay said interest as for nonpayment of rent. (b) It is the intention of the parties that the rent payable hereunder shall be absolutely net to Landlord Landlord, so that this Lease shall yield, yield to Landlord the net to Landlord, annual basic minimum rent specified herein during the Basic Rent payable under this Lease for each year of the Term term of this Lease Lease, and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements expenses and obligations of every kind and nature whatsoever relating to the operation Demised Premises shall be paid by Tenant, except as specifically set forth in this Lease, and use of the Premises, and/or the Expansion Land (defined below) (shall be deemed to be and shall become additional rent hereunder whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during same be designated such and Landlord shall have the Term or by reason same remedies for failure to pay same as for a nonpayment of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseIn addition to the Fixed Rent, the Basic LESSEE shall pay the additional rent amounts set forth below (collectively, “Additional Rent”) and together with the Fixed Rent (the “Rent”). i. As Additional Rent, the LESSEE shall pay, on or before the 1st day of each month throughout the Term, 1/12th of the real estate taxes due and payable on the Leased Premises. It shall be net the LESSOR’S responsibility to Landlord so that this Lease satisfy the real estate taxes owing on the Leased Premises in a timely fashion. ii. The LESSEE shall yield, net pay as Additional Rent all premiums relative to Landlord, hazard and public liability insurance coverage for the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Leased Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. iii. Except as otherwise provided in Section 7.1 this Lease and as Additional Rent the LESSEE shall make, at the LESSEE’S expense, all necessary repairs to the Leased Premises. Repairs shall include such items as routine maintenance of the Leased Premises, including, but not limited to, snow removal, sweeping of sidewalks, interior painting, window cleaning, glass replacement, repair and upkeep of interior plumbing and electrical systems, repairs of floors, walls, ceilings and other parts of the Leased Premises damaged or 14.9 worn through normal occupancy. Notwithstanding anything in this Lease to the contrary, the LESSOR shall be responsible for repairs and maintenance of the exterior of the building, major mechanical or plumbing systems, the roof, foundation and load bearing walls and the heating, air conditioning and ventilation systems. iv. As Additional Rent the LESSEE shall pay, at the LESSEE’S expense, all charges for water, sewer, gas, electricity, telephone and other services and utilities used by the LESSEE on the Leased Premises during the Term. v. All taxes, charges, costs and expenses that the LESSEE assumes or agrees to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the failure of the LESSEE to pay those items, and all other damages, costs, expenses and sums that the LESSOR may suffer or incur, or that may become due, by reason of any default of the LESSEE or failure of the LESSEE to comply with the terms and conditions of this Lease, all payments of Basic Rent and Additional Rent Lease shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic deemed to be Additional Rent, however denotedand in the event of non payment, are called "Additional the LESSOR shall have all of the rights and remedies as hereinafter provided for failure to pay Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except Tenant shall also pay to Lessor from time to time as otherwise specifically provided in Section 7.1 this Lease an additional rent ("Additional Rent"). Additional Rent shall include (a) all other amounts and obligations which Tenant herein assumes or agrees to pay; provided, however, that if under the terms and conditions set forth in this Lease, Tenant is to satisfy such obligation to a Person other than Lessor, Lessor shall have no claim to such amount as Additional Rent unless Lessor, to protect its rights after first giving notice to Tenant as herein provided and Tenant failing thereafter within the time herein provided to make such payment, shall have satisfied such obligation and demanded reimbursement from Tenant, (b) interest at the Interest Rate on such of the amounts and obligations as are payable to Lessor pursuant to the foregoing clause (a) and are not paid within 10 days after the due date (or, if a demand therefor is required by the terms of this Lease, then within 10 days after the Basic Rent shall be net date of such demand), such interest to Landlord so that this Lease shall yieldaccrue from the due date or the date of such demand, net to Landlordwhichever is later, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsuntil payment thereof, and (c) interest at the Interest Rate on all other costsinstallments of Holding Rent, feesBase Rent, chargesEscalation Rent, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Supplemental Rent and Additional Participation Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and not paid within ten days after the due date, such interest to accrue from the due date thereof (10) days except as to those portions of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Escalation Rent, Supplemental Rent and Participation Rent payable as provided in the last sentence of Section 2.5) until payment. In the event of any failure on the part of Tenant to pay any Additional Rent, Lessor shall have all the rights, powers and remedies provided for in this Lease in the case of non-payment of Holding Rent are sometimes collectively referred to as "or Base Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent Tenant shall be net pay to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease 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 Project for each year of the Term exceed the annual Operating Costs per rentable square foot in the Project for calendar year 2014 (the “Base Year”). Landlord may make a good faith estimate of this Lease 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, 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 that all charges 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 under this Lease for Property Taxesshall be appropriately adjusted in accordance with the estimations so that, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to by the operation and use end of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrarycalendar year in question, Tenant shall not be responsible for any property management fees or earthquake insurance premiums have paid by Landlord during all of the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be payable without previous demand therefor and without any right subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. Operating Costs for the Base Year, for the purpose of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentcomparisons of the Base Year with subsequent years only, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month calculated so as to not include market-wide labor-rate increases due to extraordinary circumstances, including boycotts and paid within ten (10) days of the later of (a) invoice from Landlord strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred other shortages; or amortized costs relating to as "Rent" or "rentcapital improvements."

Additional Rent. Except as otherwise specifically provided (a) It is the express intent of the parties that Base Rent or any rental amount under the Extended Term shall be absolutely net to Landlord in Section 7.1 each year during the existence of this Lease. Accordingly, commencing on the Basic Rent Commencement Date and continuing throughout the entire Lease Term and the Extended Term, Tenant shall be net to Landlord so that this Lease shall yield, net to Landlord, pay as additional rent (the Basic Rent payable under this Lease for each year of the Term of this Lease "Additional Rent"): (i) property taxes as required by Article 10; (ii) insurance premiums as required by Article 11; (iii) maintenance charges as required by Article 8; (iv) utilities as required by Article 9 and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and (v) all other costs, fees, charges, expenses, reimbursements expenses and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which Leased Premises that may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate Term; and (vi) any other charges due Landlord pursuant to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Tenant hereby indemnifies Landlord against liability for any such Additional Rent. A payment with respect to Additional Rent shall be payable without previous demand therefor deemed delinquent if it is not paid on or before the date on which Landlord or the Leased Premises becomes subject to any penalty or disability of any kind or nature whatsoever because of the failure to timely discharge the sum due. Landlord shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. (b) In addition to the Base Rent or any rental amount under the Extended Term, Landlord shall receive as additional rent, five percent (5%) of Tenant's gross revenues from the Leased Premises, including tasting room and without any right hospitality sales, and all other revenues from the use or occupation of setoff or deduction whatsoever. All charges payable the Real Property other than the sale of wine by Tenant other than Basic to wholesalers, retailers or distributors ("Percentage Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional ). The Percentage Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated to Landlord annually on the basis or before January 30th of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentfollowing year."

Additional Rent. Except In addition to the Base Rent herein reserved, Subtenant agrees to pay to Sublandlord additional rental calculated as otherwise specifically provided follows: (i) 51. 22% (the "Expense Percentage") of the amounts payable by Sublandlord pursuant to Article 8 of the Master Lease on account of increases over the Base Year (as hereinafter defined) in Section 7.1 of this Taxes, Basic Costs (as defined in the Master Lease), Operating Expenses (as defined in the Basic Rent Master Lease) and Controllable Expenses (as defined in the Master Lease) (collectively hereinafter referred to as the "Expenses"). Expenses shall be net payable by Subtenant to Sublandlord in the same manner (i. e., a single annual installment) as corresponding payments are payable by Sublandlord to Landlord so that this under the Master Lease. (ii) The Base Year shall be the calendar year 2002. (iii) All other payments for which Sublandlord shall become responsible to Landlord under the Master Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use in respect of the Premises, and/or the Expansion Land (defined below) (whether Subtenant's use or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term occupancy thereof or by reason of events occurring during any act or omission of Subtenant, including, without limitation, any payments accruing as a result of (i) any increases over the Term Base Year in insurance premiums as provided in Article 14 of this Lease the Master Lease, resulting from any act or omission of Subtenant, (ii) any additional rent payable on account of Subtenant's use of extra heating, ventilation or air conditioning and (iii) any additional rent payable on account of any services provided to Subtenant, but expressly excluding any late payment charges, interest, or other payments which relate Sublandlord is required to pay Landlord on account of any late payment or default by Sublandlord under the Master Lease. (iv) If Subtenant shall fail to pay within five (5) days following the due date of any installment of Base Rent, Additional Rent or other costs, charges and sums payable by Subtenant hereunder (such Additional Rent and other costs, charges and sums, together with Base Rent, hereinafter collectively referred to as the "Rent"). Subtenant shall pay to Sublandlord, in addition to such installment of Base Rent or Rent, as the case may be, as a late charge and as additional rent, a sum equal to interest at the Applicable Rate (hereinafter defined) per annum on the amount unpaid, commencing from the date such payment was due to and including the date of payment. The "Applicable Rate" is the rate equal to the performance lesser of (a) twelve percent (12%) per annum, or (b) two (2) percentage points below the maximum nonusurious interest rate permitted by Tenant applicable law. (v) Sublandlord shall promptly furnish to Subtenant a copy of all each notice or statement from Landlord affecting the termsPremises. If Subtenant disputes the correctness of any such notice or statement, covenantsSubtenant shall deliver to Sublandlord written notice of such dispute, conditions and agreements to be performedwhich notice shall identify, paid or observed by Tenant hereunder in detail, the reasons for such dispute. Upon receipt of Subtenant's dispute notice, Sublandlord shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to notify Landlord of such dispute in accordance with the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during provisions of Section 8.3 of the Term of this Master Lease. Except as otherwise provided If such dispute is resolved in Section 7.1 Subtenant's favor or, if Sublandlord shall receive any refund of Additional Rent without a dispute, Sublandlord shall promptly pay to Subtenant any funds received by Sublandlord in respect thereto (after deducting from the amount of any such refund all expenses, including court costs and reasonable attorneys' fees, incurred by Sublandlord in resolving such dispute) Pending the determination of any such dispute (by agreement or 14.9 otherwise), Subtenant shall pay the full amount of this Lease, all payments of Basic Base Rent and Additional Rent shall be payable without previous demand therefor in accordance with this Sublease and without any right the applicable statement or notice of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentLandlord." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except As additional rent the Lessee agrees to pay to Lessor or such persons as otherwise specifically may be designated by Lessor, promptly as the same becomes due and payable, all real estate taxes (and Lessee shall promptly reimburse Lessor for all general and special assessments to be reimbursed by Lessee as hereinafter provided to the extent such reimbursement shall be required hereinbelow in Section 7.1 this Subsection 2.2), levied upon or assessed against the Property and/or any buildings, structures, fixtures or Improvements now or hereafter located thereon, or arising in respect of the occupancy, use or possession of the Property, and which are assessed upon or become due and payable or a lien upon the Property during the term of this Lease, and the Basic Rent Lessee agrees to exhibit to the Lessor, on demand, receipts evidencing payment of such taxes so payable by the Lessee to others than Lessor. Lessor agrees to pay for all special and general assessments (other than the real estate taxes required to be paid by Lessee as hereinabove provided) which are levied upon or assessed against the Property and/or any buildings, structures, fixtures or Improvements now or hereafter located thereon before such special or general assessments become delinquent; provided, however. that Lessee shall reimburse Lessor for the amount of each such special or general assessment (regardless of the amount or manner in which Lessor shall be net obligated to Landlord pay the same) to the extent of 12% of the actual cost or each such special or general assessment so that assessed on a per annum basis commencing on the date any such special or general assessment shall become due and payable and continuing thereafter until Lessee shall have fully reimbursed Lessor for each such special or general assessment or until the term (including any extensions thereof) of this Lease shall yieldhave expired, net to Landlordwhichever first occurs, it being understood and agreed that if the Basic Rent payable under this Lease for each year of the Term term of this Lease and (including any extensions thereof) shall expire-before Lessor shall have been fully reimbursed on the aforementioned 12% per annum basis that all charges payable Lessee shall have no further obligations to make any further reimbursement therefor to Lessor hereunder. Any reimbursement by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating Lessee to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements Lessor required to be performed, paid or observed by Tenant made hereunder shall be paid or discharged by Tenant, at Tenant's sole cost made monthly and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor at the time and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall at the place that the rent reserved hereunder is to be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."Lessor by Lessee pursuant to Article

Additional Rent. Except In addition to the Base Rent, TENANT shall pay as otherwise specifically provided in Section 7.1 “Additional Rent” during the term of this Lease and any extension or renewal thereof, any and all sums of money or charges required to be paid by TENANT under the terms of this Lease, the Basic whether designated Additional Rent or not. Such amounts, if not paid when due, shall be net collectible as additional rent with the next installment of Base Rent thereafter falling due and otherwise subject to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term all provisions of this Lease and that all charges payable by Tenant under of law as to default in the payment of rent. It is the intent of this Lease for Property Taxesthat the Lease shall be a “triple net lease” with all costs and expenses of the LANDLORD relative to the Leased Premises, insurance premiumsto be paid by the TENANT either directly or via reimbursement to LANDLORD. As examples of such costs and without limiting the generality of the foregoing, utility chargesthe following sums shall be payable as “Additional Rent”. (a) All costs and expenses of operation, maintenance, repair and replacement expensesof the Leased Premises, including heating, cooling, lighting, cleaning, painting, policing, trash removal and security. (b) Cost and expense of inspecting and servicing of machinery and equipment used in the operation and maintenance of the Leased Premises, including, but not limited to equipment, signage, and personal property taxes and other charges used in connection with such equipment. (c) In general, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements expenses and obligations of every kind and nature whatsoever directly relating to the operation and use of the Leased Premises, and/or the Expansion Land (defined below) (whether or including but not Tenant has exercised the Expansion Land Option) limited to repairs, replacements, etc., which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. (d) All taxes (excluding any estate or income taxes of LANDLORD that may be incurred as a result of ownership of the Leased Premises) assessed or imposed at any time by any city, county or state government upon or against the Leased Premises and or the land of which the Leased Premises form a part, together with any other assessments or charges applicable to the Leased Premises. Except as otherwise provided in Section 7.1 or 14.9 In the event of a reassessment of the Leased Premises by the local County taxing authorities, the LANDLORD shall be obligated for any retroactive tax increase for any period prior to the commencement date of this Lease, all payments of Basic Rent and Additional Rent TENANT shall be payable without previous demand therefor obligated for any retroactive increase from the Commencement Date of this Lease. (e) All regime fees and without any right assessments imposed by The Executive Center Horizontal Property Regime (the “Regime”) and/or The Executive Center Owners’ Association pursuant to the “Master Deed” defined below in Section 17.11; (f) Insurance, including liability insurance for personal injury, death and property damage, insurance against fire, extended coverage, theft and other casualties, insurance against liability for defamation and claims of setoff false arrests occurring in or deduction whatsoever. All charges payable about the Leased Premises, and plate glass insurance; and (g) Management fees incurred by Tenant other than Basic Rent, however denoted, are called "Additional LANDLORD in an amount not to exceed five percent (5%) of Base Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay as additional rent the Basic Rent shall be net sum of the following: (i) Tenant’s Share (as such term is defined below) of the annual Operating Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Operating Expenses allocated to the Building and applicable to the Expense Base Year; plus (ii) Tenant’s Share of the annual Tax Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Tax Expenses allocated to the Building and applicable to the Tax Expense Base Year; plus (iii) Tenant’s Share of the annual Utilities Costs allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord so that this Lease shall yield, net pursuant to Landlord, the Basic Rent payable under this Lease for each year of the Term terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the “Additional Rent.” The Base Rent and that all charges payable by Tenant Additional Rent are herein collectively referred to as the “Rent.” All amounts due under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except Article 4 as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor for the same periods and without any right in the same manner, time and place as the Base Rent. Without limitation on other obligations of setoff or deduction whatsoever. All charges payable by Tenant which shall survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term for a period of three (3) years, but in no event shall Tenant be obligated to pay Additional Rent for periods other than Basic Rent, however denoted, are called "Additional Rentduring the Lease Term." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except All monies other than Base Rent required to be --------------- paid by Subtenant under this Sublease, including, without limitation, any amounts payable by Sublandlord to the Master Landlord as otherwise specifically provided "Additional Rent" (as defined in Section 7.1 Paragraph 3B of this the Master Lease), the Basic Rent shall be net deemed additional rent to be paid by Subtenant ("Additional Rent"). Base Rent and Additional Rent hereinafter collectively shall be referred to as "Rent". All amounts payable by Sublandlord to the Master Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year as "Additional Rent" (as defined in Paragraph 3B of the Term of this Master Lease) are referred to herein as "Master Lease Additional Rent". Subtenant shall pay all Master Lease Additional Rent as and that all charges when the same are due and payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Master Landlord under the Master Lease. Subtenant shall be entitled to all credits, if any, given by the Master Landlord to Sublandlord for Sublandlord's overpayment of Master Lease Additional Rent to the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring extent such overpayment is fairly allocable to Master Lease Additional Rent accruing during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseSublease. Notwithstanding anything to the contrary, Tenant Subtenant shall not be responsible for required to pay any property management fees Master Lease Additional Rent that is (i) fairly allocable to any period of time prior to the Delivery Date or earthquake insurance premiums paid after the Expiration Date, or (ii) payable solely as a result of a default by Landlord during Sublandlord under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Master Lease, which default is not the result of any failure of Subtenant to fully and timely observe, perform and discharge all payments obligations imposed on Subtenant by this Sublease (including, without limitation, the obligation of Basic Rent Subtenant, at Subtenant's sole cost, fully to restore the Premises and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable otherwise surrender the Premises in the condition required by Tenant other than Basic Rent, however denoted, are called "Additional Rentthe Master Lease)." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 Any other sums of this Lease, money or charges to be paid by the Basic Rent shall be net Tenant pursuant to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term provisions of this Lease may be designated as “Additional Rent,” and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Base Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "“Rent" ”. (I) Tenant agrees to pay throughout the Term of this Lease (including during the period of any abatement of Base Rent) and before delinquency Additional Rent in the form of Tenant’s pro rata share of the following operating expenses and costs (the “Property Expenses”): (a) all actual costs and charges for heat, water, lights, plumbing, electricity, natural gas, sewage and all other charges, levies and license and permit fees relating to public utilities that may now or "renthereafter service the Premises, unless paid by Tenant directly to the utility provider, and all actual costs and charges for heat, water, lights, plumbing, electricity, natural gas, sewage and all other charges, levies and license and permit fees relating to public utilities that may now or hereafter service the common areas of the Real Property; (b) all real property taxes, assessments (special or otherwise), annual installments, special assessments, license fee, rent tax, levy, or other similar tax imposed by an authority having the direct or indirect power to tax and all other governmental charges, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever levied against the Real Property (collectively, “Real Property Taxes”); provided, however, such Real Property Taxes shall be apportioned pro rata between Landlord and Tenant in accordance with the respective number of months during which this Lease is in effect. Real Property Taxes shall exclude income, franchise, transfer, inheritance or capital stock taxes, unless, due to a change in the method of taxation, any of such taxes are levied or assessed against Landlord, in whole or in part, in lieu of, as a substitute for or as an addition to, any other tax which would otherwise constitute a Real Property Tax." (c) the cost and expenses of all reasonable maintenance, repairs and improvements of the Real Property including all necessary long term maintenance matters, which includes but is not limited to, any and all roof and HVAC repairs and/or replacement, parking area re-surfacing, replacement lighting, plumbing and all costs, expenses, interest and the like in accordance with paragraph 4.3 below; (d) Insurance premiums as set forth in section 8.2 hereunder; and, (e) Management and accounting fees directly associated with the Real Property. (II) Property Expenses shall exclude the following and such expenses will not be included as Additional Rent: a. costs for which Landlord actually receives reimbursement from third parties (other than as additional rent from tenants) by insurance, condemnation awards, warranties, or otherwise;

Additional Rent. Except House Corporation shall also pay to Vanderbilt upon demand, as otherwise specifically provided in Section 7.1 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 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, the Basic Rent shall be net increased by the amount Vanderbilt is required to Landlord so that 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 direct costs and expenses not contemplated by the parties as included in the Rent for the operation of the Premises and the repair, replacement and maintenance necessary to keep the Premises in good order, condition and repair, except as otherwise provided for by this Lease Lease. The cost of any and all capital expenditures, such as the replacement of the roof or HVAC system, but not maintenance or repair, shall yieldbe the responsibility of the House Corporation, net and shall be deemed to Landlordbe Additional Rent. Notwithstanding the foregoing paragraph, the Basic Rent payable under this Lease for each year parties are aware that as of the Term execution of this Lease and that all charges payable by Tenant under this Lease for Property Taxesthe roof currently is in need of replacement. Vanderbilt agrees to perform, insurance premiums, utility charges, maintenance, repair and replacement expensesat its sole cost, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations currently required replacement of every kind and nature whatsoever relating and/or repairs to the operation and use roof within six (6) months following execution of this Lease. House Corporation agrees that it shall be responsible for the cost of any subsequent required replacement of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due roof during the Term or by reason of events occurring during the Term term of this Lease or which relate any renewals hereof. Vanderbilt shall be entitled to estimate the performance by Tenant total amount of all the terms, covenants, conditions and agreements Additional Rent to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord House Corporation during each Lease Year and, upon notice to House Corporation of such estimate, to assess Fraternity members' charges for such estimate pursuant to Section 2. To the Term extent that such estimate is not sufficient, House Corporation shall reimburse Vanderbilt within 30 days after Vanderbilt has provided House Corporation with notice of this Leasesuch deficiency. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, If Fraternity members and/or House Corporation fail to pay any and all payments of Basic Rent and Additional Rent when due, Vanderbilt shall be payable without previous demand therefor entitled to all remedies hereunder in the same manner and without to the same extent as in the case of any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentdefault hereunder." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as Unless otherwise specifically provided stated in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable any charge under this Lease for each year of the Term of this Lease and that all charges 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 and when provided under this Lease for Property TaxesLease, insurance premiumsunless no date is specified, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) in which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder case such sums shall be paid or discharged by Tenant, at Tenant's sole cost and expensepayable together with each installment of Base Rent payable hereunder. Tenant shall be responsible for a Proportionate Share of Operating Expenses in accordance with the term as set forth in this Lease. Notwithstanding anything in this lease to the contrary, Tenant shall not be liable for and responsible to Landlord for all items comprising additional rent under this Lease after the earlier of (i) the date Tenant opens for business; or (ii) the Rent Commencement Date. Taxes, insurance and other items of additional rent shall be prorated in an equitable manner. Notwithstanding the foregoing sentence, Tenant shall also be liable for additional rent for the costs of any insurance required pursuant to this Lease after the effective date of this Lease for any property management fees liability insurance or earthquake insurance premiums paid course of construction insurance. No payment by Tenant, or receipt by Landlord, of a lesser amount than the Rent and/or Additional Rent herein provided shall be deemed to be other than on account of the 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 during may accept any such check or payment without prejudice to Landlord's right to recover the Term balance of such Rent or pursue any other right or remedy provided in this Lease. Except Casimir-Quince, LLC, Lease Agreement Page 5 of 36 3.01 Additional Rent as otherwise provided in Section 7.1 Monthly Rent: (a) Commencing as of the Rent Commencement Date and continuing during each calendar year or 14.9 part thereof during the term of this Lease, Tenant shall pay to Landlord, as additional rent, Tenant’s Percentage Share (as hereinafter defined) of all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff Operating Expenses (as hereinafter defined) paid or deduction whatsoever. All charges payable incurred by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within Landlord in such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or year. (b) Commencing as of the Rent Commencement Date. Basic Rent Date and Additional Rent are sometimes collectively referred continuing during each calendar year or part thereof during the term of this Lease, Tenant shall pay to Landlord, as "Rent" additional rent, Tenant’s Percentage Share of all Property Taxes (as hereinafter defined) paid or "rentincurred by Landlord in such calendar year."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease(a) As used herein, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, “Additional Rent” means any and all other costs, fees, charges, expenses, reimbursements taxes and obligations charges of every kind and nature whatsoever arising in connection with or relating to the operation Demised Property (other than Base Rent), including without limitation (i) any and use of the Premisesall taxes (including, and/or the Expansion Land without limitation, Real Estate Taxes (as defined below)), fees, utility service charges, insurance premiums, and other costs, and any amounts owed by Tenant under any indemnity to Landlord hereunder, including, without limitation under Article X and Article XXXVII; (ii) all fees and penalties that may accrue on any amounts due from Tenant hereunder if Tenant fails to pay such amounts in a timely manner; (iii) all other damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and other legal and court costs) which Landlord may suffer or incur in enforcing this Lease (whether or not any formal action is brought by Landlord against Tenant) or in otherwise taking actions permitted under this Lease following a Default by Tenant has exercised (including, without limitation, making Repairs and fulfilling other obligations of Tenant as provided in Section 7.01, and purchasing insurance required to be maintained by Tenant under the Expansion Land OptionLease, as provided in Section 11.07); (iv) any and all other sums which may arise become due, or become due during the Term or costs and expenses that may be incurred by Landlord, by reason of events occurring during any Default or Event of Default under this Lease; and (v) any and all costs of maintaining, repairing and restoring the Term Demised Property. In addition, “Additional Rent” shall include any rent or other income received by Tenant from any subtenant of the Demised Property to the extent applicable to periods after the expiration or termination of this Lease or which relate as to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentDemised Property." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrarya. As Additional Rent, Tenant shall not be responsible for pay to Landlord at the times hereinafter set forth, an amount equal to (i) Tenant's Share specified hereinbelow of any property increase in "Operating Expenses" (defined below in this paragraph 5.2) paid or incurred by Landlord in any calendar year with respect to the operation, repair, maintenance and management fees of the Building above such Operating Expenses paid or earthquake insurance premiums paid incurred by Landlord during the Term Base Year specified herein below and (ii) Tenant's share of any increase in "Taxes" (defined below in this Leaseparagraph 5.2) paid or incurred by Landlord in any fiscal year in excess of those paid or incurred in the Base Tax Year specified herein below (all such rentals, charges and sums other than Minimum Rent being sometimes referred to in this Lease as Additional Rent and payable as additional rent hereunder, whether or not the same may be designated "Additional Rent"). Except as otherwise If such amounts are not paid at the time provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and they shall nevertheless be collectable, together with any interest or late charge provided for herein, as Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Minimum Rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. Landlord's invoice or demand for any Additional Rent hereunder may be made by regular mail, notwithstanding the provisions hereof concerning notices. Where the time for payment of any Additional Rent is not specified herein, the same shall be due and payable twenty (20) days after Landlord's invoice or demand is given. If at any time during the Term, less than ninety-five percent (95%) of the total leasable area of the Building is occupied, the Operating Expenses and Taxes shall be adjusted by Landlord to reasonably approximate the Operating Expenses and Taxes which would have been incurred if the Building had been at least ninety-five percent (95%) occupied. At or after the commencement of any calendar year subsequent to the Base Year Landlord may, but shall not be required to, notify Tenant of Landlord's estimate of the amount of any increase in Operating Expenses for such calendar year over Operating Expenses for the Base Year, the amount of any increase in Taxes over those paid or incurred in the Base Tax Year and of the amount of such estimated increases payable to Tenant. Tenant shall pay to Landlord on the first day of each calendar month one-twelfth (1/12) of the amount of such estimated annual increases in Operating Expenses and Taxes payable by Tenant hereunder. Statements of the amount of actual Operating Expenses for the preceding calendar year, of Taxes for the appropriate fiscal year and of the amount of such increases payable by Tenant shall be given to Tenant following the end of the year. All amounts payable to Tenant as shown on said statement, less any amounts theretofore paid by Tenant on account of Landlord's estimate of increases in Operating Expenses and Taxes made pursuant to this paragraph 5.2 shall be paid by Tenant upon delivery of said statement to Tenant. In the event that Tenant has paid in any given year estimated increases beyond those later determined from actual reconciliation, then such overpayment shall be applied toward the Rent for the following year or, if this Lease has terminated and not been renewed as provided herein, such overpayment shall be promptly refunded to Tenant, If at any partial month time Landlord determines that Operating Expenses or Taxes will materially vary from the then estimated Operating Expenses or Taxes, Landlord may, by written notice to Tenant, revise the amounts of the estimated payments due from Tenant, and Tenant shall thereafter pay such revised payments. b. The amount of any increase in Operating Expenses and Taxes payable by Tenant for the year in which this Lease terminates shall be prorated on the basis of which the number of days from and including the commencement of said year to and including the date on which this lease terminates bears to 365 and shall be due and payable when tendered notwithstanding termination of this Lease. c. The term "Operating Expenses" as used herein shall include all costs of operation, repair, maintenance and management of the Building, including the Premises, except those costs which are the exclusive responsibility of Tenant or any other tenant of the Building under this lease or other applicable leases. By way of illustration, but not limitation, Operating Expenses shall include the cost of and charges for the following items: heat, light, water, sewer, power, steam, and other utilities and systems (including without limitation any temporary or permanent utility surcharge or other exaction, whether now or hereafter imposed), waste disposal, janitorial services, guard services, window cleaning, air conditioning, repairs, replacements, materials and supplies, equipment and tools, service agreements on elevators, insurance, licenses, permits and inspections, wages and salaries, employee benefits and payroll taxes, accounting and legal expenses, management fees, depreciation on personal property, including, without limitation, window coverings provided by Landlord and carpeting in public corridors and common areas, and the cost of contesting the validity or applicability of any governmental enactments which may affect Operating Expenses. Notwithstanding the foregoing, the following items shall not be included in Operating Expenses: (1) any payments under a ground lease or master lease relating to the Building; (2) expenditures which, under generally accepted accounting principles, are capitalized, except that Landlord may include in Operating Expenses an amortization (in accordance with generally accepted accounting principles) of the amount of any capital expenditures made either for the purpose of reducing Operating Expenses or in order to comply with the requirements of applicable law which take effect with regard to the Building after the Commencement Date; (3) rentals for any improvements and permanently installed fixtures (including HVAC equipment and facilities) which if purchased, rather than rented, would constitute a capital expenditure not permitted to be included in Operating Expenses hereunder (excluding, rentals in connection with normal or emergency repairs and maintenance, and excluding in any event any equipment used in providing janitorial or similar services); (4) all costs and expenses for which Landlord is reimbursed under an "all-risk" policy of insurance or which are covered by condemnation proceeds, to the extent of the net receipts from such insurance or proceeds; (5) costs, including permit, license and inspection costs, directly incurred in the installation of improvements made within the premises and exclusively for the benefit of a particular tenant of the Building, including costs of improving, decorating, painting or redecorating premises for such calendar month a tenant; (6) costs incurred exclusively in connection with the leasing of premises in the Building, including but not limited to, leasing commissions, real estate brokerage commissions, and attorneys' fees in connection with the negotiation and preparation of lease proposals, deal memos, letters of intent, leases, subleases and/or assignments, space planning costs, and other costs and expenses incurred in connection with lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Building; (7) costs and expenses of providing any service or utility to or within the premises of another tenant of the Building where such service or utility is of a nature which is not Landlord's responsibility to provide pursuant to this Lease, except where Landlord may provide such service or utility both to such other premises and to the Premises; (8) costs and expenses incurred in connection with the negotiation or litigation of disputes with Tenant or another tenant of claims of violation by Landlord of this Lease or any other lease in the Building, including fines, penalties, interest, damages and any legal and other professional fees; (9) the portion of any fee or charge for services paid within ten to a party owned by or under common ownership with Landlord to the extent that the same exceeds the competitive cost for such services were they not so rendered by a party affiliated with Landlord, except that Operating Expenses may, in any event, include a management fee in an amount not to exceed five percent (5%) of gross revenue; (10) days any interest, principal payments, attorneys' fees, points, fees or closing or other lender costs on financing secured by a deed of trust or mortgage on the Building; (11) a separate charge for Landlord's general corporate overhead and general and administrative expenses; (12) with regard to any employee who shall devote less than all of his or her time to the operation, management, repair and maintenance of the later Building, the labor costs allocable to the portion of his time not so devoted; (a13) invoice from advertising or promotional expenses with respect to leasing space in the Building; (14) costs incurred to comply with laws relating to the removal, remediation, containment or treatment of Hazardous Materials; (15) costs and expenses incurred by Landlord in performing work necessary to remedy violations of code requirements concerning Building improvements where such code requirements were applicable at the time of the initial installation or (b) construction of such improvements or were otherwise required to be complied with by Landlord in the Building prior to the Commencement Date. Basic Rent ; (16) all costs and Additional Rent expenses for repairs and maintenance for which Landlord is reimbursed directly by any tenant of any space in the Building (excluding reimbursement under an operating expense provision) or by vendor, contractor or provider of materials or services to Landlord; (17) charitable or political contributions of Landlord; (18) costs attributable to enforcing leases against tenants in the Building or in litigating other disputes with tenants regarding the rights and obligations of Landlord, such as attorneys' fees, court costs, adverse judgments and similar expenses; (19) costs associated exclusively with the operation of the business of the person or entity which constitutes Landlord which are sometimes collectively referred not directly related to the operation of the Building and which relate to the following: the formation of any entity which constitutes Landlord; the internal accounting and legal matters which relate exclusively to preparation of the tax returns and financial statements of such person or entity, together with the gathering of data therefor; the cost of defending any lawsuits with any mortgagee (except as "Rent" the actions of Tenant may be an issue); the costs of selling, syndication, financing, mortgaging or "hypothecating any of Landlord's interest in the real property and improvements constituting the Building; and the costs of any dispute between Landlord and any employee to the extent that the other costs attributable to the employment of such employee are not permitted to be included within Operating Expenses pursuant to this Lease; or (20) reserves for bad debt or lost rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, For the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each calendar year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary1999, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by pay $1,655.71 per month to Landlord during the Term of this Leaseas Additional Rent. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be due and payable without previous demand therefor and without any right during each month of setoff or deduction whatsoever. All charges payable by Tenant other than Basic abated Base Rent, however denotedif any. Tenant covenants to pay without notice, are called "Additional Rent." Unless this Lease provides otherwisededuction, all set-off or abatement to Landlord the Additional Rent shall be paid with in lawful money of the next installment United States in equal consecutive monthly installments in advance on the first day of Basic Rent falling dueeach 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 basis first day of the number month following the month in which Landlord notifies Tenant of the amount of such Additional Rent. If, as finally determined, at the close of books for the calendar year and within sixty (60) days within after the end of said calendar year, the amount 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, Tenant shall pay to Landlord the amount of such underpayment, or Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the intention hereunder to estimate the amount of Additional Rent for each calendar month year and paid within ten (10) 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 with regard to Additional Rent attributable to any full and/or partial year immediately preceding the termination of this Lease for which the amount of any underpayment has not yet been calculated pursuant hereto. Any payment, refund or credit made pursuant to this paragraph shall be made without prejudice to any right of Tenant to dispute the amount of Additional Rent owing, or the right of Landlord to correct any items as billed pursuant to the provisions hereof. Within 30 days of the later date Landlord notifies Tenant of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and amount of Additional Rent are sometimes collectively referred owing, Tenant or its authorized agent at Tenant sole cost and expense shall have the right to as "Rent" or "rentinspect 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 notification by Landlord shall be deemed to be correct. No decrease in Additional Rent shall reduce Tenant's liability hereunder below the amount of Base Rent payable hereunder."

Additional Rent. Except as otherwise specifically provided In addition to Minimum Monthly Rent, commencing on the Rental Commencement Date Sublessee shall pay to Sublessor, in Section 7.1 advance, on the first day of this Leaseeach calendar month, estimated payments for the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year amount of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility chargesreal property taxes, maintenance, repair repair, management, insurance, common area utilities and replacement expenses, all expenses relating other charges attributable to compliance with lawsand/or accruing against the Sublease Premises and the related common areas for the Sublease Term, and all other costspayable by Sublessor under the Master Lease. The 1998 estimated payments are broken down as follows: Maintenance/Management $1.53/sf/yr $0.1275/sf/mo $4,082.93/mo Real Property Taxes $1.53/sf/yr $0.1275/sf/mo $4,082.93/mo Insurance $0.30/sf/yr $0.025/sf/mo $ 800.58/mo At the end of the calendar year, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating Sublessor shall reconcile the actual expenses for the Sublease Premises as compared to the operation estimated payments made throughout the preceding calendar year and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder there shall be paid an adjustment between Sublessor and Sublessee, with payment to Sublessor or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything credit to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with Sublessee against the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on Additional Rent, as the basis of the number of days within such calendar month and paid case may require, within ten (10) days after Sublessor's delivery of such reconciliation to Sublessee. It is the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and parties' intent that Sublessee shall pay to Sublessor, as Additional Rent are sometimes collectively referred to as "Rent" hereunder, any and all charges, fees, impositions and payments of any kind whatsoever due or "rentowing by Sublessor under the Master Lease; provided, however, that Sublessee shall not be responsible for paying any charges, fees, or payments resulting solely from the negligence of Sublessor or breach of this Sublease by Sublessor."

Additional Rent. Except as otherwise specifically provided (a) If by applicable Law, any general or special assessment or like charge may be paid in Section 7.1 installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of this Lease, the Basic Rent shall be net to Landlord so such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall yieldobligate Tenant to pay any estate, net inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the Basic foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord shall segregate all such deposits from its other funds and use such deposits solely to pay such accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties under the terms of Proposition 8 (as adopted by the voters of the State of California in the November 1978 election) and any similar law, rule or regulation, now or hereafter applicable to the Demised Properties); provided, however, that Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any and all documents approved by Landlord and reasonably required in connection therewith, and, to the extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent payable due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Demised Properties in the nature of a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the Premiseslike, and/or whether imposed by a federal, state or local taxing authority. To the Expansion Land (defined below) (whether or not extent permitted by applicable Law, Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate pay any such tax directly to the performance by Tenant of all the termstaxing authority, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by provided Tenant, at Tenant's sole cost and expensewithin ten (10) days after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such payment has been made. Notwithstanding anything to For the contraryavoidance of doubt, Tenant shall not be responsible for (i) any property management fees income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or earthquake insurance premiums paid net worth or relating to properties owned by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of and not applicable to this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without or (iii) any right of setoff transfer taxes imposed with respect to the sale, exchange or deduction whatsoever. All charges payable other disposition by Tenant other than Basic RentLandlord, however denotedin whole or in part, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord Demised Properties or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentLandlord’s interest in this Lease."

Additional Rent. Except as Unless otherwise specifically provided stated in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable any charge under this Lease for each year of the Term of this Lease and that all charges 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 and when provided under this Lease for Property TaxesLease, insurance premiumsunless no date is specified, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) in which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder case such sums shall be paid or discharged by Tenant, at Tenant's sole cost and expensepayable together with each installment of Base Rent payable hereunder. Tenant shall be responsible for a Proportionate Share of Operating Expenses in accordance with the term as set forth in this Lease. Notwithstanding anything in this lease to the contrary, Tenant shall not be liable for and responsible to Landlord for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless items comprising additional rent under this Lease provides otherwiseafter the earlier of (i) the date Tenant opens for business; or (ii) the Rent Commencement Date. Taxes, all Additional Rent shall be paid with the next installment insurance and other items of Basic Rent falling due. Rent for any partial month additional rent shall be prorated in an equitable manner. Notwithstanding the foregoing sentence, Tenant shall also be liable for additional rent for the 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 Tenant, or receipt by Landlord, of a lesser amount than the Rent and/or Additional Rent herein provided shall be deemed to be other than on the basis account of the number 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 check or payment without prejudice to Landlord's right to recover the balance of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord Rent or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" pursue any other right or "rentremedy provided in this Lease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent (a) Subtenant shall be net required to Landlord so pay to Sublessor any amounts payable by Sublessor to Overlandlord under the Main Lease pursuant to the provisions thereof as Additional Charges (as defined in the Main Lease), including, without limitation, all sums due in respect of real estate taxes, utilities, expenses of operation, escalations or any other matters, and the entire amount of the costs, if any, imposed on Sublessor pursuant to the Main Lease (collectively, "Additional Rent"); provided, however, that this Sublessor shall not be required to pay any sums due to Overlandlord under the Main Lease shall yield, net to Landlord, solely as a result of a default by Sublessor as tenant under the Basic Rent payable Main Lease when Subtenant is not similarly in default under this Lease for each year Sublease (e.g., late charges and attorney's fees due as a result of the Term late payment of this rent under the Main Lease when Subtenant has timely paid all Fixed Rent and Additional Rent). (b) There shall be no proration or adjustment of Additional Rent as a result of the occupancy of any part of the Subleased Premises by Sublessor under Paragraphs 1(c) or 32. To the extent that all charges payable by Tenant under this Lease Sublessor has prepaid any item constituting Additional Rent (e.g., real estate taxes) for Property Taxesa period beyond the Rent Commencement Date, insurance premiums, utility charges, maintenance, repair same shall be adjusted as between Sublessor and replacement expenses, all expenses relating to compliance with laws, and all other costs, feesSubtenant as of the Rent Commencement Date. All amounts, charges, expenses, reimbursements pass throughs and obligations of every kind other sums due from Subtenant to Sublessor under this Sublease (other than Fixed Rent) shall constitute Additional Rent and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten five (105) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentafter demand."

Additional Rent. Except In addition to the Fixed Rent, Tenant shall pay to Landlord as otherwise specifically provided in Section 7.1 of Additional Rent all other amounts which Tenant assumes or agrees to pay to Landlord pursuant to this Lease, including, without limitation, amounts paid by Landlord for taxes and insurance on the Basic Rent shall be net to real property constituting the Premises, such costs and expenses as Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease may incur for each year maintenance of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsPremises, and all other costsamounts referred to herein as "Additional Rent", fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to except as otherwise provided by the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term terms of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this LeaseUnless another time is expressly provided, all payments of Basic Rent and Additional Rent shall be due and payable without previous on demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid together with the next succeeding installment of Basic Fixed Rent, whichever occurs first. Landlord shall have the same remedies for failure to pay the Additional Rent falling as for a non-payment of Fixed Rent. At Landlord's option, amounts of Additional Rent attributable to property taxes and insurance may be estimated and payable monthly together with the Fixed Rent, provided however, that if any such amounts are estimated, Landlord shall deliver to Tenant within sixty (60) days after the expiration of each calendar year a reasonably detailed statement showing the actual Additional Rent incurred during the preceding year. If Tenant's payments under this Section during the preceding year exceed the actual amounts incurred, as indicated on said statement, Tenant shall be credited the amount of such over-payment against Tenant's Rent next becoming due. Rent for any partial month If Tenant's payments under this Section during said preceding year were less than actual amounts incurred, as indicated on said statement, Tenant shall be prorated on pay to Landlord the basis amount of the number of days within such calendar month and paid deficiency within ten (10) days after delivery by Landlord to Tenant of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentsaid statement."

Additional Rent. This Lease is what is commonly called a "Net, Net, Net Lease", it being understood that, except as otherwise expressly provided herein, the Landlord shall receive all rent free and clear of any and all other impositions, taxes, liens, charges or expenses of any nature whatsoever in connection with the ownership and operation of the Premises. In addition to the Base Rent, Tenant shall pay to the parties respectively entitled thereto, or satisfy directly, all impositions, insurance premiums, operating charges, maintenance charges, construction costs, and any other costs, obligations, liabilities, requirements, and expenses which arise with regard to the Premises or may be contemplated under any provisions of the Lease during the Term, except as otherwise expressly provided in this Lease. Such obligations of Tenant shall include, without limiting the generality of the foregoing, the reimbursement to Landlord of costs incurred in fulfilling its repair and maintenance obligations hereunder, including specifically those set forth in Paragraph 14, except as otherwise provided herein. All of such charges, costs, obligations, liabilities, requirements, and expenses shall constitute additional rent, and upon the failure of Tenant to pay or satisfy any of such costs, charges, obligations, liabilities, requirements, or expenses, Landlord shall have the same rights and remedies as otherwise provided in the Lease for the failure of Tenant to pay rent. It is the intention of the parties, that, except as otherwise expressly provided herein, the Lease shall not be terminable for any reason by the Tenant, and that Tenant shall in no event be entitled to any abatement, offset, deduction, or reduction of rent payable under the Lease. Tenant's sole recourse to resolve a dispute under the Lease shall be to a court of law, except for any arbitration or appraisal rights provided by this Lease, and except that either Landlord or Tenant shall have the right to submit any unresolved dispute between Landlord and Tenant regarding any amounts and charges to be paid by Tenant to binding arbitration under the commercial rules of the American Arbitration Association in San Diego, California. Except as otherwise expressly provided herein, Tenant shall have no right to offset any damages of claims against any payments due Landlord unless and until incorporated into a judgment of the Superior Court of San Diego County, regardless of whether or not the judgment is appealed. Any present or of future law to the contrary shall not alter this agreement of the parties. Consequently, all amounts and charges to be paid by Tenant hereunder, including, without limitation, payments for Operating Expenses, the reimbursement to Landlord of costs incurred in fulfilling its repair and maintenance obligations hereunder, including specifically provided those set forth in Section 7.1 Paragraph 14, real property taxes, insurance and repairs, will be considered additional rent for purposes of this Lease, and the Basic Rent shall be net to Landlord so that word "rent" as used in this Lease shall yield, net to Landlord, will include all such additional rent unless the Basic context specifically or clearly implies that only Monthly Base Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentis intended." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except Commencing on the Rent Commencement Date, in addition to Base Rent, Subtenant shall pay to Sublandlord, or to Master Landlord directly if Master Landlord so requires, (i) Real Property Taxes, (ii) the Asset Management Fee, and (iii) Subtenant’s share of costs incurred by Sublandlord pursuant to Section 8(a) below, all as is more particularly described in this Sublease. In addition, commencing on the Commencement Date Subtenant shall reimburse Sublandlord for any expenses and charges to be paid by Sublandlord, as Tenant, under the Master Lease that Subtenant is expressly required to pay by the terms of this Sublease, which shall include but not be limited to the costs (if any) under Section 8.1 of the Master Lease; cost of any bond required under Section 8.7 of the Master Lease; fees (if any) under Section 19.5 of the Master Lease which are due as a result of the acts of Subtenant; reimbursement for taxes on personal property, equipment and fixtures located in or about the Sublease Premises; and damages recoverable due to a default under the Master Lease which is a result of any Default or failure of performance by Subtenant under this Sublease. All such amounts, together with any other sums that are due from Subtenant to Sublandlord under the terms of this Sublease are designated herein as “Additional Rent” for the purposes of this Sublease. If Subtenant defaults in the performance of any of its obligations hereunder after such notice and opportunity to cure as is provided in this Sublease, then Sublandlord may, but shall not be obligated to, perform such obligations, and the cost thereof to Sublandlord shall also be Additional Rent. Unless otherwise specifically provided in Section 7.1 of this LeaseSublease, the Basic Rent Subtenant shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, pay Sublandlord all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) business days of after demand. As used herein the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent term “Rent” refers to both Base and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except .1 In addition to Fixed Rent to be paid pursuant to Paragraph 2 hereof, during the term of this Sublease, beginning as otherwise specifically of November 1, 1996, Sublessee shall pay to Sublessor 58% of all other rentals, charges, fees and expenses provided in Section 7.1 of this the Lease, the Basic Rent shall be net including but not limited to Landlord so that this Lease shall yieldall additional rents, net to Landlordtaxes, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costsdues, fees, chargesand charges set forth in the Lease due from Sublessor, expensesas lessee, reimbursements and obligations of every kind and nature whatsoever relating to Lessor, in accordance with the operation and use terms of the Premises, and/or the Expansion Land Lease (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called collectively "Additional Rent")." Unless this Lease provides otherwise, all .2 Additional Rent shall be paid by Sublessee to Sublessor at such time or times as such expenses shall become payable by Sublessor to the Lessor under the Lease. Any such Additional Rent payments applicable to the year in which this Sublease shall end shall be apportioned so that the Sublessee shall pay its aforesaid share of only that amount which corresponds with the next installment portion of Basic said year which is within the term hereby demised. .3 Bills for Additional Rent falling dueshall be sent to Sublessee in the same detail as such bills are received by Sublessor from the Lessor and shall be accompanied by Lessor's Statement in connection with Additional Rent and a computation showing the amounts due from Sublessee. .4 Sublessee shall be entitled to 58% of any refund or credit to which Sublessor is entitled in connection with any overpayment of Additional Rent by Sublessor to the Lessor with respect to the Demised Premises during the term hereof. In the event of any such refund or credit from the Lessor to Sublessor, Sublessor shall promptly notify Sublessee thereof and shall, based on Lessor's treatment of such overpayment, refund or credit Sublessee's share of such refund or credit as applicable. .5 The obligations provided for in this Paragraph 3 shall survive the termination or expiration of this Sublease for a period of two (2) years, provided, however, that Sublessee's obligations with respect to unpaid Additional Rent for any partial month which Sublessee has received bills shall be prorated on the basis of the number of days within such calendar month survive until paid and Sublessor's obligations with respect to refunds or credits due Sublessee which Sublessor has received or had a right to receive shall survive until paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred credited to as "Rent" or "rentSublessee."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall Any amounts required to be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair (in addition to Base Rent) hereunder and replacement expenses, all any charges or expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid incurred by Landlord during on behalf of Tenant under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments including, without limitation, any expenses incurred for taxes, insurance, maintenance, repairs, replacements, owner's association dues and assessments, utilities and other charges assessed against or attributed to the Demised Premises which are the obligation of Basic Tenant hereunder, shall be considered additional rent (herein, "Additional Rent") payable in the same manner and upon the same terms and conditions as Base Rent reserved hereunder except as expressly set forth herein to the contrary. Without limiting the foregoing, Tenant shall and does hereby agree to pay directly, or to reimburse Landlord upon demand for, as Landlord may direct, and Additional Rent shall be payable without previous demand therefor include, any and without all owner's association dues and assessments, utilities and charges assessed against or attributed to the Demised Premises pursuant to any right applicable easements, covenants, restrictions, agreements, declaration of setoff protective covenants or deduction whatsoeverdevelopment standards paid by Landlord with respect to or imposed or assessed upon or against the Demised Premises from time to time throughout that portion of the Term (and any extension thereof) commencing with the Lease Commencement Date. All charges payable by Any failure on the part of Tenant other than Basic to pay such Additional Rent when due shall entitle Landlord to the remedies available to it for non-payment of Base Rent, however denotedincluding, are called "Additional Rent." Unless this Lease provides otherwisewithout limitation, all late charges and interest thereon at the Interest Rate (as herein defined) pursuant to Section 32 hereof. Tenant's obligations for payment of Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated begin to accrue on the basis Lease Commencement Date regardless of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Base Rent Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this LeaseThe Landlord shall receive the rents, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease additional rents and that all charges sums payable by the Tenant under this Lease for Property Taxesfree of all taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements damages and obligations deductions of every kind and any nature whatsoever relating and the Tenant covenants and agrees to pay all sums which except for this Lease would have been chargeable against the operation Demised Premises and use payable by the Landlord. The Tenant shall, however, be under no obligation to pay interest on any mortgage on the fee of the Demised Premises, and/or any franchise, capital or income tax payable by the Expansion Land (defined below) (whether Landlord, or not Tenant has exercised the Expansion Land Option) which may arise any gift, inheritance, transfer estate or become due during the Term or succession tax by reason of events occurring any present or future law which may be enacted during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term term of this Lease. Except as otherwise provided All taxes, charges, costs and expenses which the Tenant is required to pay hereunder, together with all interest that shall accrue thereon in Section 7.1 the event of the Tenant's failure to pay such amounts and all damages, costs and expenses which the Landlord may incur by reason of any default of the Tenant or 14.9 failure on the Tenant's part to comply with the terms of this LeaseLease shall be deemed to be additional rent and in the event of nonpayment by the Tenant, the Landlord shall have all the rights and remedies with respect thereto as a Landlord for the nonpayment of the Rent. It is further agreed between the parties hereto that any charges against the Tenant by the Landlord for services or work done on or in the Demised Premises by written order of the Tenant, or otherwise accruing under this Lease shall be considered Additional Rent and shall be included in any demand for rent due and unpaid. Landlord, at its election, shall have the right (but not the obligation) to pay for or perform any act which requires the expenditure of any sums of money by reason of the failure or neglect of Tenant to perform any of the provisions of this Lease within the grace period of thirty (30) days if applicable thereto, and in the event Landlord shall at its election pay such sums or perform such acts requiring the expenditure of monies, Tenant agrees to reimburse and pay Landlord, upon demand, all payments of Basic Rent and Additional Rent such sums, which shall be payable without previous demand therefor deemed for the purpose of securing the collection thereof to be additional rent hereunder and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rentas such." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall Any and all amounts required to be net to Landlord so that this Lease shall yield, net paid to Landlord, the Basic Rent payable under for Landlord's benefit or otherwise required to be reimbursed to Landlord pursuant to this Lease for each year including without limitation, any and all amounts required to be paid pursuant to Sections 3.04, 8.01, 8.02, 9.01, 10.09 and 22.02, shall be deemed and hereby constitutes "ADDITIONAL RENT" and shall be paid, without offset, in lawful money of the Term United States of this Lease America, when and that all charges payable as often as required by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term terms of this Lease. Except as Unless otherwise provided paid when due or specified in Section 7.1 or 14.9 of this Lease, all payments items of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent to Landlord shall be paid with the next installment of Basic Base Rent thereafter falling due. Rent for any partial month due hereunder; but nothing contained in the preceding clause of this sentence shall be prorated on deemed to suspend or delay the basis payment of any amount of money at the number time the same becomes due and payable hereunder, or limit any remedy of days within such calendar month Landlord. It is the intent of Landlord and paid within ten (10) days Tenant that all payments of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Base Rent, Supplemental Base Rent and Additional Rent are payable to Landlord (all of which is hereinafter sometimes collectively referred to as "Rent" RENT") shall be absolutely net to Landlord, with all costs, expenses and charges of every kind and nature relating to the Leased Property that may arise or "rentbecome due during the Lease Term to be paid by Tenant, and with Landlord to be indemnified and held harmless by Tenant from and against the same. It is the intention of the parties that Tenant shall bear any and all expenses relating to the Leased Property, whether such expenses be deemed significant or insignificant, whether currently anticipated or unanticipated by Landlord or Tenant, and whether or not required by any governmental or quasi-governmental authority as a condition to use or occupancy of the Leased Property or otherwise. Nothing contained in this Section 3.03, however, shall be construed to obligate Tenant to pay any principal, interest or other charges accruing with respect to any Fee Mortgage (as defined in Section 14.01)."

Additional Rent. Except as otherwise specifically provided in Section 7.1 All sums required hereunder to be paid by Subtenant whatsoever not included within Base Rent and payable by Subtenant under the terms of this Lease, the Basic Rent Sublease shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease constitute additional rent (“Additional Rent”) even if not specifically designated as such hereunder and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff set-off or deduction whatsoever. All charges payable whether or not so specified elsewhere in this Sublease, and in the event of non-payment thereof by Tenant other than Basic RentSubtenant, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, Sublandlord shall have all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number same rights and remedies with respect thereto as in the case of days within such calendar month and paid within ten (10) days non-payment of the later of (a) invoice from Landlord or (b) the Commencement DateBase Rent. Basic Base Rent and Additional Rent are sometimes hereinafter collectively referred to as "“Rent" ” In addition to paying Base Rent, beginning on the Commencement Date, Subtenant shall pay to Sublandlord, as additional rent, 100% of the cost of: (a) the applicable sales tax on the Base Rent; (b) Subtenant’s share of the Allocated Share of Operating Costs in accordance with the terms and provisions of Article 5 of the Master Lease (c) late fees or "penalties assessed against Sublandlord or Master Landlord as a result of Subtenant’s acts or omissions, and (d) charges incurred as a result of excess or additional services specifically requested by Subtenant for the Subleased Premises, such as extra air conditioning hours. Notwithstanding anything herein contained to the contrary, to the extent that any additional rent, sums, charges or other costs or expenses are due under the Master Lease by reason of a default of Sublandlord thereunder which is not directly derivative of a default of Subtenant hereunder or are otherwise due thereunder with respect to the seeking of a consent or approval by Sublandlord which is not directly derivative of a request hereunder by Subtenant or relate to a matter which first arose or first accrued prior to the Commencement Date, then, in any such event, the same shall not constitute additional rent hereunder and shall not be payable by Subtenant hereunder. During the Sublease Term, Subtenant shall have non-exclusive use on a first come, first served basis of twenty six (26) unreserved and (2) reserved parking spaces (“Parking Rate”) and subject to Section 31 of the Master Lease. The Parking Rate shall increase on annual basis pursuant to Section 31 of the Master Lease. The Subtenant’s right to use the parking space is expressly conditioned upon Subtenant’s compliance with all reasonable rules and regulations respecting parking established from time to time by Sublandlord or Master Landlord of which Subtenant is provided notice. Subtenant shall be required to pay for all such allocated parking spaces whether Subtenant uses such spaces or not."

Additional Rent. Except Sublessee shall pay as otherwise specifically provided in Section 7.1 of additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all sums or other charges required to be paid by Sublessee under this Sublease. During the Term, Sublessee shall pay to Sublessor all sums or other charges required to be paid by Sublessor, as tenant, to Master Lessor under the Master Lease, the Basic Rent shall be net to Landlord so that this Lease shall yieldincluding without limitation, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that (a) all charges payable by Tenant under this Lease for Real Property Taxes, insurance premiumspremiums and common area expenses required to be paid to Master Lessor thereunder (collectively, utility charges“Operating Expense Payments”, maintenance, repair and replacement expenses, all which shall include expenses relating to compliance with lawsthe Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of the Master Lease, and all other costs(c) the management fee charged by Master Lessor to Sublessor under the Master Lease, feesbut expressly excluding (i) any “Basic Rent” due from Sublessor, as tenant, to Master Lessor under the Master Lease, and (ii) any late charges, expensesdefault interest and other penalties due from Sublessor, reimbursements and as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations of every kind and nature whatsoever relating contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the operation and use Building, other than the management fees charged by Master Lessor under the Master Lease. Notwithstanding the foregoing, Sublessee’s obligation to pay Operating Expense Payments for the Subleased Premises shall be tolled until the earlier of (x) such time as twenty-five (25) or more employees of Sublessee occupy any portion of the PremisesBuilding, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (by) the Commencement Date. Basic Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 55 of the Master Lease, (B) repair or maintenance of the central courtyard, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within twenty (20) days after written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the central courtyard, or (bb) construction or installation of any new improvement in the central courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Sublessor shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. Base Rent and Additional Rent are hereinafter sometimes collectively referred to collectively as "“Rent" or "rent."”

Additional Rent. The lease of the Facility is what is commonly called a “triple net lease.” Except as expressly provided otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesAgreement, all expenses relating to compliance incurred by Lessor or Lessee in connection with lawsthe Facility after the Occupancy Date, including insurance premiums (inclusive of premium financing and brokerage commissions), expenses under the Project Documents and the Project Governmental Approvals, Taxes (other than Lessor’s Taxes), credit support costs, and all other management, operating and maintenance expenses of Lessee, shall be for the account of Lessee. All of such charges, costs and expenses for which L▇▇▇▇▇ is responsible hereunder, if not paid by L▇▇▇▇▇, shall constitute additional rent (“Additional Rent”), even though not necessarily payable to Lessor, and upon the failure of Lessee to pay when due any of such costs, fees, charges, charges or expenses, reimbursements Lessor shall have the same rights and obligations remedies as otherwise provided in this Lease Agreement for the failure of every kind and nature whatsoever relating Lessee to make any Rent Payment. Notwithstanding the operation and use foregoing, in no event shall any of the Premisescosts, and/or charges or expenses set forth herein be charged to Lessee more than once hereunder, and only in the Expansion Land (defined below) (whether event that Lessor pays such costs, charges or not Tenant has exercised the Expansion Land Option) which may arise expenses directly and seeks reimbursement thereof from Lessee shall Lessee be obligated to pay such costs, charges or become due during the Term or by reason of events occurring during the Term of this Lease or which relate expenses to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder Lessor. Lessor shall be paid or discharged by Tenant, at Tenant's sole cost and expenseinvoice Lessee for any Additional Rent in accordance with Section 6.1. Notwithstanding anything contained herein to the contrary, Tenant the following costs shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except considered operating expenses and shall not be passed through to Lessee as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent hereunder (but shall be payable without previous demand therefor and without any right in no way affect the calculation of setoff Base Rent or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional RentPerformance Rent hereunder): [***] [***]." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and All Additional Rent shall be due and payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis to Landlord in lawful money of the number United States, at Landlord’s address set forth in Item 1 of days within the Basic Lease Provisions or at such calendar month and paid other place as Landlord may from time to time designate, without abatement, deduction, claim or offset, within ten (10) days of receipt of Landlord’s invoice or statement for same, or, if this Lease provides another time for the later payment of (a) invoice from Landlord or (b) certain items of Additional Rent, then at such other time. Notwithstanding the Commencement Date. Basic Rent and foregoing, Additional Rent are sometimes collectively referred for Tenant's Share of Operating Expenses shall be payable on the first (1st) day of each calendar month of the Term, without abatement, deduction, claim or offset. Notwithstanding anything to the contrary contained herein and provided that Tenant faithfully performs all of the terms and conditions of this Lease, and no default by Tenant occurs hereunder beyond any applicable notice and cure period, Landlord hereby agrees that Tenant shall not be required to pay Tenant's Share of Operating Expenses during the Abatement Period. It is estimated that the total amount of Tenant's Share of Operating Expenses abated during the Abatement Period will be equal to $74,000.00. Except as "provided in the second paragraph of Section 4.1 above, during the Abatement Period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease including all Additional Rent" or "rent. In the event of a default by Tenant under the terms of this Lease that results in termination of this Lease in accordance with the provisions of Article XIX hereof, then as a part of the recovery set forth in Article XV of this Lease, Landlord shall be entitled to the immediate recovery, as of the day prior to such termination, of Tenant's Share of Operating Expenses that was abated under the provisions of this Section 4.2."

Additional Rent. Except (a) If after December 31, 2016, Operating Expenses (defined below) for the Project for any calendar year during the Lease Term exceed Base Operating Expenses (defined below), Tenant shall pay to Landlord as otherwise specifically additional rent (“Additional Rent”) an amount equal to Tenant’s Proportionate Share (defined below) of such excess in accordance with this Paragraph 3. If after December 31, 2016, Taxes (defined below) for the Project for any calendar year during the Lease Term exceed Base Taxes (defined below), Tenant shall pay to Landlord as Additional Rent an amount equal to Tenant’s Proportionate Share (defined below) of such excess in accordance with this Paragraph 3. Without limitation on other obligations of Landlord and Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in Section 7.1 this Paragraph 3 attributable to the period of time prior to the Expiration Date or earlier termination of this Lease, the Basic and Landlord’s obligation to refund to Tenant any overpayments of such Additional Rent shall be net survive the expiration of the Lease Term; provided, however, that any such payments made by Tenant of any Additional Rent or any refund to Tenant by Landlord so that this Lease of any overpayments of such Additional Rent shall yield, net to not constitute a waiver by either Tenant or Landlord, as the Basic Rent payable under this Lease for each year case may be, of any amount that Tenant or Landlord (as the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating case may be) contend are in dispute to the operation and use of the Premises, and/or the Expansion Land (defined below) (extent that any such payments or refunds are made “under protest” whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expensedesignated as such concurrently with any such payment and/or refund. Notwithstanding anything herein to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with abated for the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis initial twelve (12) months of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentInitial Term."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this (a) To the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for taxes, operating expenses, common area maintenance charges or other expenses incurred by the Basic Rent Prime Landlord in connection with the Building (collectively, the Prime Landlord Additional Rent"), Tenant shall be net to Landlord so that this Lease shall yield, net pay to Landlord, the Basic fifty percent (50%) of such Prime Landlord Additional Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating (to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of extent such additional rent is attributable to events occurring during the Term term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseSublease). Notwithstanding anything to the contrary, Tenant shall not also be responsible for any property management fees additional rent Landlord is required to pay to Prime Landlord solely as a result of the acts, omissions or earthquake insurance premiums paid by negligence of Tenant or its agents, employees, representatives, contractors or invitees (including, without limitation, any sub-sublessees). If Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all makes estimated payments of Basic Rent and Prime Landlord Additional Rent under the Prime Lease and provides Tenant with notice of such amounts payable to the Prime Landlord, Tenant shall pay fifty percent (50%) of such estimated Prime Landlord Additional Rent in accordance with this Section. In the event that Landlord receives a refund or is required to pay a shortfall based on the difference between Prime Landlord’s estimate and the actual Prime Landlord Additional Rent payable for any year, Tenant will be entitled to receive fifty percent (50%) of any such refund, and will be obligated to pay fifty percent (50%) of any such shortfall. Such payment shall be payable without previous demand therefor and without any right due from Tenant to Landlord prior to the date upon which ▇▇▇▇▇▇▇▇’s payment of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all such Prime Landlord Additional Rent is due to the Prime Landlord, provided that Tenant shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within have been billed therefor at least ten (10) days prior to such due date (which bill shall be accompanied by a copy of the later of (a) invoice from Prime Landlord’s bill and other material furnished to Landlord or in connection therewith). (b) In addition to the Commencement Date. Basic Prime Landlord Additional Rent described above, Landlord may incur other operating and maintenance expenses for the Building that it is required to pay to parties other than the Prime Landlord, including but not limited to expenses for building maintenance, repairs to equipment and fixtures necessary for the operation, use and occupancy of the Building, utilities servicing the Building, and snow and ice removal ("Landlord Additional Rent")(Prime Landlord Additional Rent and Landlord Additional Rent are sometimes shall hereinafter collectively be referred to as "Additional Rent" "). To the extent that Landlord incurs such costs due to the negligent or "rent."wrongful acts of Tenant, then Tenant shall reimburse Landlord upon demand for all such costs incurred by Landlord. To the extent that such costs are normal and routine operating costs that are incurred by Landlord as a result of Landlord’s operation, use and occupancy of the Building and to the extent such other expenses are reasonably attributable in whole or in part to the Premises and are incurred for the benefit of both Landlord and Tenant, Tenant shall pay Landlord the Sublease Share of Landlord Additional Rent within thirty (30) days after receipt of an invoice for the same, including backup documentation and itemization of all expenses incurred for such period of time and the calculation of the Sublease Share

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease(a) All amounts, the Basic Rent shall be net to Landlord so that this Lease shall yieldother than Base Rent, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under Subtenant to Sublandlord pursuant to this Lease for Property TaxesSublease, insurance premiumsincluding, utility chargeswithout limitation, maintenance, repair any and replacement all expenses, all expenses relating to compliance with lawsreimbursements, and all other costsinterest payments, fees, chargespenalties, expensesadditional rent, reimbursements and obligations or other charges of every kind and nature whatsoever relating to required by the operation and use of the Premisesterms hereof, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost deemed and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called constitute "Additional Rent" and, in the event of any non-payment thereof, Sublandlord shall have all of the rights and remedies provided herein, in the Prime Lease or in law or at equity for non-payment of Base Rent, Additional Rent or any other rent." Unless (b) Subtenant's obligation to pay Additional Rent hereunder shall survive the Expiration Date or sooner termination of the Term. Payment of all Additional Rent shall, unless otherwise specifically set forth in this Lease provides otherwiseSublease, all be paid by the Subtenant to the Sublandlord within twenty (20) days after Subtenant receives written request (sent to the attention of the Chief Financial Officer therefor. All payments of Additional Rent shall be paid at the office of the Sublandlord, or such other place as Sublandlord may designate, by written notice to Subtenant, without any setoff or deduction or diminution of any kind whatsoever. (c) Subtenant shall pay Sublandlord, as Additional Rent, with respect to each calendar year, or portion thereof, included in the next installment Term, Subtenant's pro rata share of Basic Rent falling duethe real estate taxes (as finally determined after deducting any abatements, refunds, or rebates) applicable to the Prime Lease Premises in excess of the real estate taxes applicable to the Prime Lease Premises with respect to the calendar year 1998. Rent for any partial month Subtenant's pro rata share shall be prorated on the basis an amount equal to that proportion of the number of days within such calendar month and paid within ten (10) days real estate taxes that the floor area of the later Subleased Premises bears to the floor area of the Building. Sublandlord shall give written notice advising Subtenant of the amount of real estate taxes in any calendar year or portion thereof included in the Term, together with a copy of the paid and receipted tax ▇▇▇▇ and the Sublandlord's computation of the Subtenant's pro rata share, as well as an invoice with respect to the Subtenant's pro rata share. (ad) invoice from Landlord Subtenant shall pay Sublandlord, as Additional Rent, with respect to each Lease Year, or portion thereof, included in the Term, Subtenant's pro rata share of the costs (bexcluding After Hour Charges, as hereinafter defined, payable by Subtenant or equivalent expenses attributable to other tenants of the Building) of the Commencement Date. Basic Rent heating, ventilation, air conditioning, and Additional Rent are electricity (including costs with respect to the repairs and maintenance of the equipment and systems providing the heating, ventilation and air conditioning and electricity, but excluding all individual improvements and/or replacements which cost in excess of $5,000.00, hereinafter sometimes collectively referred to as "Capital Expenditures"), being provided to the Prime Lease Premises, including the Subleased Premises (hereinafter referred to as the "Operating Costs") in excess of the Operating Costs for such services with respect to the Lease Year commencing July 1, 1998. Subtenant's pro rata share shall be an amount equal to that proportion of the Operating Costs that the floor area of the Subleased Premises bears to the floor area of the Building. Sublandlord shall give written notice advising Subtenant of the amount of Operating Costs in any Lease Year or portion thereof included in the Term, together with a copy of the paid and receipted bills with respect to such Operating Costs and the Sublandlord's computation of the Subtenant's pro rata share, as well as an invoice with respect to the Subtenant's pro rata share. (e) Subtenant shall pay Sublandlord, as Additional Rent" , with respect to each tease Year, or portion thereof, included in the Term, Subtenant's pro rata share of the costs of the services (excluding Capital Expenditures being provided by the Sublandlord pursuant to Section 36(a)(iv) of this Sublease (hereinafter referred to as the "rentKitchen Costs"). Subtenant's pro rata share shall be an amount equal to that proportion of the Kitchen Costs that the number of employees and other persons employed and/or working for the Subtenant within the Subleased Premises bears to total number of employees and other persons employed and/or working within the Building. Sublandlord shall give written notice advising Subtenant of the amount of Kitchen Costs in any Lease Year or portion thereof included in the Term, together with a copy of the paid and receipted bills with respect to such Kitchen Costs and the Sublandlord's computation of the Subtenant's pro rata share, as well as an invoice with respect to the Subtenant's pro rata share. (f) Notwithstanding anything contained in this Sublease to the contract, Subtenant shall pay Sublandlord an "After Hours Charge", as Additional Rent, in the amount of fifteen dollars ($15.00) per hour with respect to: (i) each and every hour between the hours of 7:00 p.m. and 7:00 a.m. from Monday through Friday, and (ii) each and every hour during Saturdays and Sundays, during which Sublandlord is providing heating, ventilation, or air conditioning to the Sublease Premises at Subtenant's request.

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Sublessee shall pay to Sublessor during the Sublease Term and on or prior to the date such sums are due under the Master Lease, all sums of additional rent and expenses (“Additional Rent”) payable by the Basic Rent shall be net to Landlord so “Tenant” under the Master Lease, which accrues from and after the Commencement Date. Sublessor and Sublessee agree that this Lease shall yieldSublease is intended to pass through to Sublessee all financial obligations imposed on Sublessor pursuant to the Master Lease, net to Landlordincluding, the Basic Rent payable under this Lease for each year without limitation, Sublessor’s Share of the Term of this Lease and that all charges payable by Tenant under this Lease for Property TaxesCommon Operating Expenses, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawstaxes, and all other costs, fees, charges, expenses, reimbursements costs and obligations of every kind and nature whatsoever relating to expenses associated with the operation of the Premises, Building or Project as stipulated in the Master Lease and the operation, maintenance, repairs and replacements of the systems serving the Premises, which, in all cases, accrue after the Commencement Date. Any ambiguity in the terms of this Sublease shall be construed in accordance with such intention. Sublessee shall be responsible for all electrical, data or other utility costs associated with Sublessee’s set-up and use of the Sublessor Personal Property and the Premises, and/or the Expansion Land . All monies (defined belowother than Rent) (whether required to be paid by Sublessee to Sublessor as a result of any default or not Tenant has exercised the Expansion Land Option) which may arise breach by Sublessee under this Sublease or become due during the Term or by reason of events occurring during the Term of this Lease or which relate other express provisions hereof shall be deemed “Additional Rent”. Subject to the performance by Tenant of all Master Lease and the termsMaster Landlord’s approval, covenants, conditions and agreements Sublessee shall have the audit right provided to be performed, paid or observed by Tenant hereunder Sublessor under the Master Lease to audit applicable operating expenses. All amounts payable shall be paid or discharged by Tenantdue on invoice. Sublessee shall be entitled to all credits, at Tenant's sole cost and expense. Notwithstanding anything to the contraryif any, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid given by Landlord during the Term to Sublessor for Sublessee’s overpayment of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, (a) Beginning on the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contraryCommencement Date, Tenant shall pay, as Additional Rent, one hundred percent (100%) of all additional rent payments for Tax Costs and Operating Expenses under Section 6.3 of the Prime Lease (as such terms are referred to in the Prime Lease). Rental and any other sums due hereunder not be responsible for any property management fees or earthquake insurance premiums paid by the due date shall bear interest of 18% per annum. All payments shall be made to Landlord during the Term of this Lease. Except as otherwise provided at its address set forth in Section 7.1 24 below, or 14.9 at such other address or addresses as Landlord may from time to time designate by written notice to Tenant. Landlord shall furnish to Tenant any notice or schedule of this Leasepayments provided to Landlord by the Prime Landlord, all and thereafter any payments of Basic Rent and Additional Rent shall be payable made consistent with such notice or schedule without previous further demand therefor by Landlord. Tenant shall also pay, as Additional Rent, the cost of all utilities furnished to Tenant on the Premises, including, but not limited to, electricity, gas, oil, water and without sewer. Tenant agrees to pay any right and all such charges as they related to the Premises in accordance with the terms of setoff the Prime Lease. (b) Tenant's obligation to pay Additional Rent hereunder shall be on account of the period from and after the Commencement Date and shall survive the Expiration Date or deduction whatsoever. sooner termination of the Term. (c) All charges amounts payable by Tenant other than Basic Rentto Landlord pursuant to this Sublease, however denotedincluding, are called "Additional Rent." Unless this Lease provides otherwisewithout limitation, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Base Rent and Additional Rent are sometimes collectively referred to as "Rent" , shall be deemed and constitute rent and, in the event of any non-payment thereof, Landlord shall have all of the rights and remedies provided herein, in the Prime Lease or "in law or at equity for non-payment of rent." (d) Tenant agrees to pay to Landlord Tenant's pro rata share of any taxes attributable to leasehold improvements, furniture or equipment within the Premises which are payable by Landlord under the Prime Lease.

Additional Rent. Except All monies other than Base Rent required to be paid by Sublessee under this Sublease (and under the Master Lease as otherwise specifically provided in Section 7.1 of incorporated into this Lease, the Basic Rent Sublease) shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land deemed additional rent (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease"Additional Rent"). Except as otherwise provided set forth in Section 7.1 or 14.9 this Paragraph, Sublessee shall pay such amounts of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid to Sublessor within ten (10) days following the date upon which Sublessor delivers an invoice to Sublessee for such payment of Additional Rent. (i) Notwithstanding anything to the contrary in this Sublease, except for costs or charges arising out of the later negligence or willful misconduct of (a) invoice Sublessee, Sublessee shall have no obligation to pay any Additional Rent for the period from Landlord or (b) the Initial Premises Commencement Date to the First Floor Premises Commencement Date. Basic Rent and Sublessee shall pay its Pro-Rata Share of Additional Rent are sometimes collectively referred for the period from the First Floor Premises Commencement Date to as the Second Floor Premises Commencement Date. "RentPro-Rata Share" or "rentshall mean Fifty-Percent (50%) of the Additional Rent owed by Sublessor under the Master Lease, provided, however, that Sublessor, in the reasonable exercise of its discretion, may allocate any particular item of Additional Rent on any other basis to reflect an allocation of Additional Rent that is equitable and attributable to Sublessee's occupancy of Subleased Premises."

Additional Rent. Except Effective as otherwise specifically provided in Section 7.1 of this Leasethe Extension Term Commencement Date, the Basic Lease is hereby amended in all respects necessary to reflect that, in addition to the Annual Rent as set forth above and without limiting Tenant's liabilities and obligations under the Lease that accrue prior to the Extension Term Commencement Date or relate to matters or events occurring prior to the Extension Term Commencement Date, the Lease shall be a "triple net lease," without regard to Landlord so that this any base year or stops or caps, and any references to the contrary set forth in the Lease are hereby deleted in their entirety and of no force or effect, and Tenant shall yieldpay Tenant's Proportionate Share of Expenses, net to LandlordTaxes and Insurance Costs for the Building during the Extension Term, the Basic Rent payable under this Lease for each year all as more particularly set forth on Exhibit C attached hereto and made a part hereof. As of the Term date hereof, Landlord estimates that Tenant's Proportionate Share of this Lease and that all charges payable by Tenant under this Lease (i) Expenses for Property Taxescalendar year 2017 shall equal $55,252.46, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws(ii) Taxes for calendar year 2017 shall equal $189,212.82, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined belowiii) Insurance Costs for calendar year 2017 shall equal $13,636.96 (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost Proportionate Share of Expenses, Taxes and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, Insurance Costs are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes hereinafter collectively referred to as "Shared Expenses," and Shared Expenses and all other amounts or charges due under the Lease by Tenant are hereinafter collectively referred to as "Additional Rent" "). The Shared Expenses shall be payable by Tenant to Landlord in equal monthly installments of $21,508.52 (subject to increase as set forth in this Amendment) on or "rent."before the first day of each calendar month (commencing on the Extension Term Commencement Date). The foregoing estimate of Tenant's initial monthly payment of Shared Expenses does not reflect any taxes, if applicable, that apply to such payments. Tenant acknowledges that the foregoing estimates do not supersede the specific provisions contained in Exhibit C and may be adjusted by Landlord as provided on Exhibit C.

Additional Rent. Except as otherwise specifically provided All amounts over and above, or in Section 7.1 of this Leaseaddition to, the Basic Annual Fixed Rent shall be net which are payable by Tenant to Landlord so that this Lease shall yield, net to Landlord, under the Basic Rent payable under this Lease for each year of the Term terms of this Lease or otherwise in connection with the use and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use occupancy of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance including, without limitation, sums payable for work requested by Tenant of all the termsand performed by Landlord or Landlord’s agents, covenants, conditions shall be deemed Additional Rent hereunder and agreements to be performed, paid or observed by Tenant hereunder shall be paid by Tenant in lawful money of the United States, without any set-off or discharged by deduction whatsoever except as otherwise expressly provided in this Lease and otherwise in the same manner as an installment of the Annual Fixed Rent as elsewhere provided in this Lease; and Landlord shall have all the rights and remedies in the event of the non-payment thereof as it would have had in the event of the non-payment of any installment of the Annual Fixed Rent. Tenant, at Tenant's sole cost ’s obligation to pay any Annual Fixed Rent or any Additional Rent which shall have theretofore become due and expense. Notwithstanding anything to payable shall survive the contrary, Tenant shall not be responsible for any property management fees expiration or earthquake insurance premiums paid by Landlord during the Term earlier termination of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic The Annual Fixed Rent and Additional Rent are sometimes collectively referred to in this Lease as "Rent" or "“rent."”) Rent for any partial months during the Lease Term shall be prorated on a per diem basis. Except as otherwise expressly set forth in this Lease, to the extent that Tenant shall fail to dispute any invoice for Additional Rent within ninety (90) days after receipt thereof, such invoice shall be conclusive and binding upon Tenant and Tenant shall be deemed to have waived any right to dispute the same.

Additional Rent. Except as otherwise specifically provided in Section 7.1 (a) During the term of this the Lease, Tenant shall pay all general and special real and personal property taxes and assessments relating to the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, Premises or Tenant's personal property located on or used in connection with the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesPremises, all expenses relating to compliance with lawspremiums for insurance maintained on the Premises by Landlord, and all dues and assessments levied or charged against the Premises or its owner by Northgate Business Properties or pursuant to any covenants, which shall be Additional Rent payable to Landlord. Tenant shall pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/12 of Landlord's estimate of taxes, assessments and premiums for the Lease year. As soon as feasible (but in no event later than 90 days) after the commencement of each Lease year, Landlord will furnish Tenant a statement ("Landlords Statement") showing the following: (i) The amount of Additional Rent due Landlord for the previous Lease year, less credit for Additional Rent Deposits paid, if any; (ii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimated assessments by Northgate Business Properties or pursuant to other costscovenants for the new Lease year; (v) Estimates for any other costs Landlord is entitled to as Additional Rent; and (vi) The Additional Rent Deposit due monthly in the then current Lease year, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating including the amount or revised amount due for months prior to the operation and use rendition of the Premisesstatement. (b) Tenant shall pay to Landlord within thirty (30) days after receipt of such statement any amounts for Additional Rent then due in accordance with Landlord's Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Additional Rent Deposit next coming due, and/or the Expansion Land (defined below) (whether or not refunded to Tenant has exercised the Expansion Land Option) which may arise or become due during if the Term has already expired (which obligation shall survive such expiration) provided Tenant is not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of events occurring during this Section. Landlord's failure to deliver Landlord's Statement or in computing the Term amount of this Lease or which relate the Additional Rent shall not constitute a waiver by Landlord of its right to the performance by Tenant deliver such items nor constitute a release of all the terms, covenants, conditions and agreements Tenant's obligations to be performed, paid or observed by Tenant hereunder pay such amounts. The Additional Rent Deposit shall be paid credited against Additional Rent due for the applicable Lease year. During the last complete calendar year or discharged by Tenantduring any partial calendar year in which the Lease terminates, at Tenant's sole cost and expense. Notwithstanding anything to Landlord may include in the contrary, Tenant shall Additional Rent Deposit its estimate of Additional Rent that may not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during finally determined until after the Term termination of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Tenants's obligation to pay Additional Rent (and Landlord's obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the Lease. Tenant will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (c) Landlord shall maintain books and records showing real estate taxes and assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the right, for a period of one hundred fifty (150) days following the date upon which Landlord's Statement is delivered to Tenant, to examine the Landlord's books and records with respect to the items in Landlord's Statement during normal business hours, upon written notice, delivered at least three (3) business days in advance. If Tenant does not object in writing to Landlord's Statement within one year of Tenant's receipt thereof, specifying the nature of the item in dispute and the reasons therefor, then Landlord's Statement shall be payable without previous demand therefor considered final and without accepted by Tenant. Landlord shall promptly repay Tenant for any right of setoff overpayments which Tenant or deduction whatsoever. All charges payable its auditors identify, together with interest thereon at the Interest Rate from the date paid by Tenant other than Basic Rent, however denoted, are called "Additional Rentuntil refunded in full." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to Base Rent, Sublessee shall also pay to Sublessor, during the term of this LeaseSublease, at the Basic same time as Base Rent shall be net is due, an amount equal to Landlord so Sublessee's Percentage Share of Excess Operating Expenses. The parties acknowledge that this the Master Lease shall yieldrequires Sublessor to pay on a monthly basis certain estimated costs in order to reimburse Master Lessor, net to Landlord, over the Basic Rent payable under this Lease for course of each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use term of the PremisesMaster Lease, and/or for Sublessor's share of "OPERATING EXPENSES" (as defined in the Expansion Land Master Lease) incurred by Master Lessor in owning and operating the "PROJECT" (as defined below) (whether or not Tenant has exercised in the Expansion Land Option) which may arise or become due during Master Lease). Sublessee agrees to pay on a monthly basis those estimated Operating Expenses attributable to Sublessee's Percentage Share of Excess Operating Expenses. Following the Term or end of each calendar year, a reconciliation is made against the actual Operating Expenses incurred. Sublessee's obligation to pay Sublessee's Percentage Share of Excess Operating Expenses, as set forth above in this Paragraph 5.2, shall be governed by reason the estimated amounts and shall be subject to any reconciliation against actual amounts, of events occurring during the Term of this Lease or which relate such costs and expenses. Sublessor shall promptly deliver to the performance by Tenant Sublessee copies of all the termsstatements and notices Sublessor receives from Master Lessor regarding such Operating Expenses. Items that are specially billed by Master Lessor to Sublessor or Sublessee, covenantsrather than charged generally to office tenants by Master Lessor, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid party requesting the specially billed item in the manner required by Landlord during the Term of this Master Lease. Except as otherwise provided in Section 7.1 or 14.9 (The Base Rent together with Sublessee's Percentage Share of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, Excess Operating Expenses are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes hereinafter collectively referred to as "Rent" or RENT"rent)."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent Tenant shall be net pay to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease 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 this Lease 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, 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 that all charges 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 under this Lease for Property Taxesshall be appropriately adjusted in accordance with the estimations so that, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to by the operation and use end of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrarycalendar year in question, Tenant shall not be responsible for any property management fees or earthquake insurance premiums have paid by Landlord during all of the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be payable without previous demand therefor and without any right subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. Operating Costs for the Base Year, for the purpose of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rentcomparisons of the Base Year with subsequent years only, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month calculated so as to not include market-wide labor-rate increases due to extraordinary circumstances, including boycotts and paid within ten (10) days of the later of (a) invoice from Landlord strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred other shortages; or amortized costs relating to as "Rent" or "rentcapital improvements."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net All other sums Tenant must pay to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year are, in the aggregate, the "Additional Rent," which will be due and payable as provided throughout this Lease. Tenant will pay promptly when due and payable, one hundred percent (100%) of the Term of this Lease Operating Expenses and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Taxes of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) Property which may arise or become due during the Term or by reason of events occurring are applicable at any time during the Term of this Lease or as Additional Rent. All such Operating Expenses and Taxes shall be pro-rated for the partial month in which relate the Commencement Date and Termination Date occur, if applicable. For purposes hereof, "Operating Expenses" will mean (i) all utilities consumed by Tenant at the Property, including without limitation, those for sewer, water, heat, gas, oil, electricity, power and air conditioning (to the performance by Tenant extent present at the Property); (ii) Tenant’s maintenance and repair of the Building and improvements at the Property, including but not limited to all regular and seasonal Property landscape and maintenance costs, snow plowing, parking lot maintenance and similar Property maintenance repair costs; (iii) the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged insurance of the Property carried by Tenant, at Tenant's sole cost ; (iv) ADT or similar security/alarm system service for the Building; (v) sprinkler monitoring service for the Building; and expense(vi) private garbage removal service. Notwithstanding anything Tenant shall pay all Operating Expenses directly to the contraryentity providing or charging for the same, and with respect to those incurred by Landlord pursuant to the terms hereof, directly to Landlord. Landlord represents and agrees that no party other than the Tenant shall not be responsible have rights to or use of the Property or any of the utility or other systems thereon, thus resulting in all Operating Expenses being incurred for the sole benefit of the Tenant. For purposes hereof, "Taxes" will mean all real property taxes, assessments, sewer and water use charges imposed upon the Property by the City of Yonkers and County of Westchester. Excluded from the definition of Taxes are income, inheritance, succession, estate, gift, franchise or transfer taxes, and any property management fees and all special assessments attributable to the initial improvements of the Property (i.e. any special assessments for utility lines or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid sidewalks associated with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis initial improvement of the number of days within such calendar month and paid within Property by Landlord). Landlord shall deliver all Tax bills directly to Tenant no later than ten (10) days after receipt thereof by Landlord, or Tenant may have Tax bills sent directly to Tenant for payment and Tenant shall pay the same directly to the assessing authority. If Landlord shall fail to deliver such Tax bills to Tenant as and when required, Landlord shall pay all penalties and other costs resulting from the late payment thereof by Tenant. Tenant agrees that it shall pay such Tax bills timely given to Tenant on or before the due date therefor. Notwithstanding the above, Tenant shall have the right to contest Taxes imposed pursuant to the terms hereof, and to not pay such Taxes or to only pay a portion thereof during the pendency of such challenge, provided Tenant pays any costs, interest and/or penalties imposed by the later of (a) invoice from taxing authority and indemnifies Landlord against any loss, cost or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentexpenses incurred by Landlord in connection therewith."

Additional Rent. Except Sublessee shall pay as otherwise specifically provided in Section 7.1 of additional rent (“Additional Rent”), within twenty (20) days after demand therefor, all sums or other charges required to be paid by Sublessee under this Sublease. During the Term, Sublessee shall pay to Sublessor all sums or other charges required to be paid by Sublessor, as tenant, to Master Lessor under the Master Lease, the Basic Rent shall be net to Landlord so that this Lease shall yieldincluding without limitation, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that (a) all charges payable by Tenant under this Lease for Real Property Taxes, insurance premiumspremiums and common area expenses required to be paid to Master Lessor thereunder (collectively, utility charges“Operating Expense Payments”, maintenance, repair and replacement expenses, all which shall include expenses relating to compliance with lawsthe Parking Areas and Outdoor Areas, as such terms are defined below), (b) all “Additional Rent” (as defined in the Master Lease) due from Sublessor, as tenant, to Master Lessor under Paragraphs 4.D.(a) and (b) of the Master Lease, and all other costs(c) the management fee charged by Master Lessor to Sublessor under the Master Lease, feesbut expressly excluding (i) any “Basic Rent” due from Sublessor, as tenant, to Master Lessor under the Master Lease, and (ii) any late charges, expensesdefault interest and other penalties due from Sublessor, reimbursements and as tenant, to Master Lessor under the Master Lease provided the same are not caused by the default or breach of any of Sublessee’s obligations of every kind and nature whatsoever relating contained in this Sublease. Sublessor shall not charge Subtenant a management fee with regard to the operation and use of Building, other than the Premises, and/or management fees charged by Master Lessor under the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseMaster Lease. Notwithstanding anything the foregoing, Sublessee’s obligation to pay Operating Expense Payments for the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month Subleased Premises shall be prorated for all periods prior to the time that the entire Subleased Premises has been delivered to Sublessee, on the basis of the number ratio that the rentable square footage of days those portions of the Subleased Premises delivered to Sublessee bears to 94,484 rentable square feet. Moreover, Sublessee agrees to pay its proportionate share of any costs and expenses incurred by Sublessor for (A) any insurance obtained by Sublessor pursuant to Section 54 of the Master Lease, (B) repair or maintenance of the central courtyard amongst the Buildings, and (C) repair, maintenance, replacement or new construction of improvements in such central courtyard, within such calendar month and paid within ten twenty (1020) days after written demand therefor (which written demand shall contain documentation in reasonable detail evidencing the costs and expenses incurred by Sublessor); provided, however, that Sublessee shall have no obligation to reimburse Sublesssor for any (aa) replacement of an existing improvement in the later of (a) invoice from Landlord central courtyard, or (bbb) construction or installation of any new improvement in the Commencement Datecentral courtyard, if Sublessor had not first obtained Sublessee’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed by Sublessee. Basic Sublessor shall have the same remedies for a default in the payment of Additional Rent as for a default in the payment of Base Rent. Base Rent and Additional Rent are hereinafter sometimes collectively referred to collectively as "“Rent" or "rent."”

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this A. If and to the extent that Landlord is obligated to pay additional rent under the Prime Lease, whether such additional rent is to reimburse Prime Landlord for taxes, operating expenses, common area maintenance charges or other expenses incurred by the Basic Rent Prime Landlord in connection with the Leased Property, Tenant shall be net to Landlord so that this Lease shall yield, net pay to Landlord, the Basic Rent payable under this Lease for each year percentage of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating such additional rent (to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of extent such additional rent is attributable to events occurring during the Term term of this Lease or Sublease) which relate is set forth in Section 1(N) as the Sublease Share. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the performance by Tenant date upon which Landlord's payment of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything such additional rent is due to the contraryPrime Landlord, provided that Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand have been billed therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within at least ten (10) days prior to such due date (which b▇▇▇ shall be accompanied by a copy of Prime Landlord's b▇▇▇ and other material furnished to Landlord in connection therewith). B. The Sublease Share provided for in Section 1(N) is calculated by dividing the rentable area of the later Sub-leased Premises by the rentable area of (a) invoice from the Leased Property leased by Prime Landlord to Landlord pursuant to the Prime Lease. In the event the rentable area of the Sub-leased Premises or (b) the Commencement Datearea of the premises leased pursuant to the Prime Lease shall be changed during the Term, then the Sublease Share shall be recalculated. C. The Basic Services shall be billed by Landlord and paid monthly as additional rent, along with regular monthly installments of Base Rent as provided in section 7 above. Landlord shall not be liable to Tenant due to any failure to provide, or the inadequacy of , utilities or any other Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentServices if beyond the reasonable control of Landlord."

Additional Rent. Except as otherwise specifically provided in Section 7.1 In addition to Base Rent, Sublessee shall also pay to Sublessor, during the term of this LeaseSublease, at the Basic same time as Base Rent shall be net is due, an amount equal to Landlord so Sublessee's Percentage Share of Excess Operating Expenses. The parties acknowledge that this the Master Lease shall yieldrequires Sublessor to pay on a monthly basis certain estimated costs in order to reimburse Master Lessor, net to Landlord, over the Basic Rent payable under this Lease for course of each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use term of the PremisesMaster Lease, and/or for Sublessor's share of "OPERATING EXPENSES" (as defined in the Expansion Land Master Lease) incurred by Master Lessor in owning and operating the "PROJECT" (as defined below) (whether or not Tenant has exercised in the Expansion Land Option) which may arise or become due during Master Lease). Sublessee agrees to pay on a monthly basis those estimated Operating Expenses attributable to Sublessee's Percentage Share of Excess operating Expenses. Following the Term or end of each calendar year, a reconciliation is made against the actual Operating Costs incurred. Sublessee's obligation to pay Sublessee's Percentage Share of Excess Operating Expenses, as set forth above in this Paragraph 5.2, shall be governed by reason the estimated amounts and shall be subject to any reconciliation against actual amounts, of events occurring during the Term of this Lease or which relate such costs and expenses. Sublessor shall promptly deliver to the performance by Tenant Sublessee copies of all the termsstatements and notices Sublessor receives from Master Lessor regarding such Operating Expenses. Items that are specially billed by Master Lessor to Sublessor or Sublessee, covenantsrather than charged generally to office tenants by Master Lessor, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid party requesting the specially billed item in the manner required by Landlord during the Term of this Master Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic (The Base Rent, however denotedthe Furniture Rent [as defined in Paragraph 22], and Sublessee's Percentage Share of Excess Operating Expenses are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes hereinafter collectively referred to as "Rent" or RENT"rent)."

Additional Rent. Except (a) Subtenant shall not be required to pay (nor have any obligation for) any payments related to any Real Estate Taxes and Annual Operating Costs (as otherwise specifically provided defined in Section 7.1 the Prime Lease). (b) Within thirty (30) days of this Leasereceipt of an invoice from Sublandlord, Subtenant shall reimburse Sublandlord for any other additional rent or charges incurred by Sublandlord in accordance with the Basic Rent shall be net to Landlord so that this terms of the Prime Lease shall yieldor Original Sublease, net to Landlordwhich rent or charges were incurred at the request or direction of Subtenant or caused by Subtenant operating in the Premises after the Building’s normal business hours, such as charges for after-hours HVAC services (the Basic Rent payable amounts due under this Lease for each year subparagraph b. hereof being hereinafter referred to as “Additional Sublease Rent”). (c) If Subtenant fails to pay any regular installment of Base Rent within five (5) days following the date when such installment becomes due and payable, or if Subtenant fails to pay any other sum due under this Sublease within five (5) days following the date due, then Subtenant shall pay a late charge of five percent (5%) of the amount of such installment or other sum and, in addition, such unpaid installment or other sum shall bear interest at the rate per annum which is two percent (2%) in excess of the publicly announced “prime rate” then being charged by the Bank of America from the date such installment or other sum first became due and payable to the date of payment thereof by Subtenant. Such late charge and interest shall constitute additional rent hereunder due and payable with the next regular monthly installment of Base Rent or, if no such regular monthly installment remains to be paid (whether by reason of acceleration, expiration of the Term of this Lease or otherwise) then due and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseimmediately. Notwithstanding anything to the contraryforegoing, Tenant Sublandlord shall not be responsible for waive such late charge and default interest one time during any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial consecutive twelve (12) month shall be prorated on the basis of the number of days period if Subtenant makes such payment within such calendar month and paid within ten five (105) days after receipt of the later written notice of (a) invoice such late payment from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentSublandlord."

Additional Rent. Except (a) Lessee shall also pay and discharge, as otherwise specifically provided in Section 7.1 additional rent, all other amounts, liabilities and obligations of this Leasewhatsoever nature relating to the Premises, the Basic Rent shall be net to Landlord so that this Lease shall yieldincluding, net to Landlordwithout limitation, the Basic Rent all amounts, liabilities and obligations payable under this Lease the Prime Leases, before any fine, penalty, interest or cost may be added thereto for each year of the Term of this Lease non-payment thereof, including all taxes, assessments, licenses and that all permit fees, charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawspublic utilities, and all other costs, fees, governmental charges, expensesgeneral and special, reimbursements ordinary and obligations extraordinary, foreseen and unforeseen, of every any kind and nature whatsoever relating to which during the operation and use of the PremisesTerm may have been, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise be assessed, levied, confirmed, imposed upon or become due during and payable out of or in respect of, or become a lien on the Term Premises or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseany part thereof. Notwithstanding anything to the contraryforegoing, Tenant Lessee shall not be responsible for payment of the following: fees, costs and expenses related to debt service on any property management fees indebtedness of Lessor, including, without limitation, [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. principal and interest; income taxes assessed against Lessor, or earthquake insurance premiums paid capital levy, franchise, business license, estate succession or inheritance taxes of Lessor; and obligations or liabilities created by Landlord during Lessor subsequent to the Term Commencement Date without the prior written consent of Lessee or other than as set forth or contemplated by this Lease (it being expressly understood that this Lease requires that Lessee shall be responsible for, without limitation, all covenants and requirements set forth in any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, as well as all easements recorded against the Premises from and after the date of this LeaseLease with Lessee’s prior written consent, which consent shall not be unreasonably withheld or delayed). Except Additional rent shall include, without limitation, the costs of utilities, real property impositions, costs arising under any easements, restrictions, or other similar agreements affecting the Premises as of the Commencement Date, including all covenants and requirements set forth in the any deed pertaining to the Premises which evidenced conveyance of the Premises to Lessee immediately prior to Lessee conveying the Premises to Lessor, or any similar agreement required by law, or required to be granted by a public utility providing municipal services to the Premises, or otherwise provided arising after the date hereof and consented to in Section 7.1 writing by Lessee, which consent shall not be unreasonably withheld or 14.9 delayed (each, an “Approved Easement”), and all interest and penalties that may accrue thereon (unless accrued due to Lessor’s act or omission) in the event of Lessee’s failure to pay such amounts when due, and all damages, costs and expenses which Lessor may incur by reason of any default of Lessee or failure on Lessee’s part to comply with the terms of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous which Lessee hereby agrees to pay upon demand therefor and without or as is otherwise provided herein. Upon any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated failure on the basis part of Lessee to pay any of the number of days within such calendar month and paid within additional rent, which failure continues for ten (10) days after written notice from Lessor, Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the later Fixed Annual Rent. Fixed Annual Rent and additional rent sometimes are referred to in this Lease, collectively, as “Rent”. If Lessee cannot perform any of the obligations under any Prime Lease without the assistance of Lessor (a) invoice from Landlord or e.g., a notice to be sent under a Prime Lease must be sent by Lessor, as the party to the Prime Lease), then Lessor, at no out of pocket expense to Lessor, shall reasonably cooperate with Lessee to facilitate such performance of such obligation by Lessee. (b) the Commencement Date. Basic Rent Lessee shall pay and Additional Rent are sometimes collectively discharge any additional rent referred to in Section 4(a) when the same shall become due; provided that amounts which are billed to Lessor or any third party, but not to Lessee, shall be paid within fifteen (15) days after Lessor’s demand for payment thereof. Lessor agrees that in the event a ▇▇▇▇ is provided to Lessor for amounts Lessee is obligated to pay hereunder, Lessor shall promptly remit such ▇▇▇▇ to Lessee and Lessee shall pay such amounts as "Rent" or "rentand when due, provided that if Lessee fails to pay such amount within fifteen (15) days of the date due, Lessor may, at its option, pay such amount and Lessee shall reimburse Lessor for such amount as additional rent hereunder within fifteen (15) days after demand."

Additional Rent. Except (a) Tenant shall pay and discharge, as otherwise additional rent (collectively, "Additional Rent"): (i) all costs and expenses of Landlord and any other Persons specifically provided referenced herein which are incurred in Section 7.1 connection or associated with (A) the use, non-use, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the prosecution, defense or settlement of any litigation involving or arising from any of the Leased Premises or this Lease, (C) Costs of Landlord's counsel and reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel if counsel is customarily required in Germany for such matter) at the written request of Tenant, or any act of Landlord performed on behalf of Tenant following an Event of Default, including compliance with applicable Law, (D) all costs and fees associated with the wire transfers of Rent payments, (E) Costs of Landlord incurred in connection with the collection, payment and refunds of VAT, if any, (F) all Ground Lease Basic Rent shall be net to Landlord so that this Lease shall yieldRent, net to Landlord, the Basic Rent additional rent and other charges payable under this Lease for each year by or on behalf of the Term lessee under the terms of this Lease the Ground Lease, and that all charges payable (G) any other items specifically required to be paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, Lease; (ii) after the date all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations or any portion of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling is due and not paid by the applicable Basic Rent Payment Date and after the date all or any portion of any installment of Ground Lease Basic Rent is due and not paid, an amount (the "Late Charge") equal to three percent ( 3%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant's delinquency provided, however, that with respect to the first late payment of all or any portion of any installment of Basic Rent in any Lease Year, the Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) business days' following the due date thereof; (iii) interest at the rate (the "Default Rate") of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent or Ground Lease Basic Rent from the respective due dates thereof, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of payment thereof by Landlord, and (C) all other overdue amounts of Additional Rent, from the date when any such amount becomes overdue. (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due. Rent for , provided that amounts which are billed to Landlord or any partial month third party, but not to Tenant, shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of Business Days after Landlord's demand for payment thereof, and (ii) any other Additional Rent, within ten (10) Business Days after Landlord's demand for payment thereof. (c) To the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and extent that any Additional Rent are sometimes collectively referred is subject to as "Rent" VAT under any applicable VAT provision, Tenant shall pay such VAT imposed on the Additional Rent amount at the applicable rate. (d) In no event shall amounts payable under Paragraph 7(a)(ii) and (iii) or "rentelsewhere in this Lease exceed the maximum amount permitted by applicable Law."

Additional Rent. Except as otherwise specifically provided (a) If by applicable Law, any general or special assessment or like charge may be paid in Section 7.1 installments without any penalty whatsoever, then such assessment may be paid in such installments, and Tenant shall only be liable for the portion thereof that is allocable or attributable to the Lease Term or any portion thereof. If such assessment or charge may be payable in installments with interest, Tenant may pay such assessment or charge in installments, together with all interest thereon. (b) Tenant shall pay all Real Estate Taxes for the Demised Properties directly to the collecting authority prior to the delinquency date thereof. Within thirty (30) days after Tenant has received evidence from any collecting authority that such Real Estate Taxes have been paid, Tenant shall also provide Landlord with a copy of this Lease, the Basic Rent shall be net to Landlord so such evidence that such Real Estate Taxes were paid. Nothing in this Lease shall yieldobligate Tenant to pay any estate, net inheritance, franchise, income or similar taxes of Landlord nor shall any of same be deemed Real Estate Taxes, unless the same shall be specifically imposed in substitution for, or in lieu of, Real Estate Taxes. If Tenant fails to pay to the collecting authority any Real Estate Taxes when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. Without limitation of the Basic foregoing, Tenant shall deposit with Landlord, no later than thirty (30) days prior to the end of the Lease Term, an amount sufficient to pay unpaid Real Estate Taxes and other accrued liabilities that will encumber the Demised Properties after the end of the Lease Term, to the extent that Real Estate Taxes and such other liabilities have accrued and will accrue through the end of the Lease Term. Landlord shall segregate all such deposits from its other funds and use such deposits solely to pay such Real Estate Taxes and accrued liabilities as they come due. All collecting authorities shall be instructed to send all invoices for Real Estate Taxes to Tenant. In the event any collecting authority sends the invoices to Landlord instead of Tenant, Landlord shall promptly forward such invoices to Tenant. If Landlord receives any notices of assessment from any Governmental Authority for any of the Demised Properties, Landlord shall promptly forward a copy of such notices of assessment to Tenant. (c) Provided that there shall be no Event of Default occurring at the time in question, Tenant shall have the right to undertake an action or proceeding against the applicable collecting authority -6- A&R MASTER LAND AND BUILDING LEASE ACTIVE 230595713 seeking an abatement of Real Estate Taxes or a reduction in the valuation of the Demised Properties and/or contest the applicability of any Real Estate Taxes (including, without limitation, a reduction in the value of any Demised Properties) under any Law now or hereafter applicable to the Demised Properties; provided, however, that Tenant delivers to Landlord prior written notice of any such action or proceeding by Tenant, and that Tenant has paid timely (and continues to pay timely) all Real Estate Taxes as provided in this Lease to the extent required by applicable Law. In any instance where any such permitted action or proceeding is being undertaken by Tenant, (i) Landlord shall cooperate reasonably with Tenant, at no cost or expense to Landlord, execute any and all documents approved by Landlord and reasonably required in connection therewith, and, to the extent required by the collecting authority, agrees to file at Tenant’s request any action or proceeding against the collecting authority in its own name, and (ii) Tenant shall provide Landlord with all information reasonably requested by Landlord with respect to such action or proceeding within ten (10) days after receipt of Landlord’s written request. Tenant shall be entitled to any refund (after the deduction therefrom of all expenses incurred by Landlord in connection therewith) of any Real Estate Taxes (including penalties or interest thereon) received by Tenant or Landlord, whether or not such refund was a result of actions or proceedings instituted by Tenant, to the extent such refund relates to Real Estate Taxes that are the responsibility of Tenant pursuant to this Section 3.03. (d) Tenant shall be solely responsible for, and shall pay directly to the applicable service providers, the cost of all utility services provided to the Demised Properties throughout the Lease Term. Notwithstanding the foregoing, upon the occurrence of both of the following events, Tenant shall pay to Landlord the cost of any and all utility services provided to the Demised Properties in lieu of payment directly to the applicable service providers: (i) delivery to Tenant of a written request therefor from Landlord, and (ii) the existence of any Default under this Section 3.03(d) by Tenant, or any Event of Default. Funds paid by Tenant to Landlord pursuant to the immediately preceding sentence shall be used only for the payment of the cost of utility services to the Demised Properties. If Tenant fails to pay the appropriate party (Landlord or the service providers, as provided herein) all such costs when due hereunder, then Tenant shall, without limiting any other remedies available to Landlord, reimburse Landlord for any and all penalties or interest, or portion thereof, paid or incurred by Landlord as a result of such nonpayment or late payment by Tenant. (e) Without limiting any of Tenant’s other obligations set forth in this Article, Tenant shall pay to Landlord, with each payment due to Landlord hereunder (and as a part of Rent payable due hereunder), all sales and excise tax on rental income and all other similar taxes imposed with respect to rental or other payments under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation Demised Properties in the nature of a sales tax, franchise taxes (subject to Section 3.03(e)(ii)), gross receipts tax imposed in lieu of sales tax, occupancy tax, commercial rents tax or the like, whether imposed by a federal, provincial or local taxing authority (including, without limitation, goods and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate services tax and harmonized sales tax payable pursuant to the performance Excise Tax Act (Canada)). To the extent permitted by applicable Law, Tenant of all may pay any such tax directly to the termstaxing authority, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by provided Tenant, at Tenant's sole cost and expensewithin ten (10) days after any such payment, delivers to Landlord written evidence reasonably satisfactory to Landlord that such payment has been made. Notwithstanding anything to For the contraryavoidance of doubt, Tenant shall not be responsible for (i) any property management fees income taxes imposed on Landlord, (ii) any franchise taxes of Landlord measured by net income or earthquake insurance premiums paid net worth or relating to properties owned by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of and not applicable to this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without or (iii) any right of setoff transfer taxes imposed with respect to the sale, exchange or deduction whatsoever. All charges payable other disposition by Tenant other than Basic RentLandlord, however denotedin whole or in part, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord Demised Properties or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentLandlord’s interest in this Lease."

Additional Rent. Except as otherwise specifically provided In addition to paying the Base Rent specified in Section 7.1 Article 3 of this Lease, Tenant shall pay as additional rent the Basic sum of the following: (i) Tenant's Share (as such term is defined below) of the annual Operating Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Operating Expenses allocated to the Building and applicable to the Expense Base Year; plus (ii) Tenant's Share of the annual Tax Expenses allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Tax Expenses allocated to the Building and applicable to the Tax Expense Base Year; plus (iii) Tenant's Share of the annual Utilities Costs allocated to the Building (pursuant to Section 4.3.4 below) which are in excess of the amount of Utilities Costs allocated to the Building and applicable to the Utilities Base Year. Such additional rent, together with any and all other amounts payable by Tenant to Landlord pursuant to the terms of this Lease (including, without limitation, pursuant to Article 6), shall be hereinafter collectively referred to as the "Additional Rent". The Base Rent and Additional Rent are herein collectively referred to as the "Rent". All amounts due under this Article 4 as Additional Rent shall be net to Landlord so that this payable for the same periods and in the same manner, time and place as the Base Rent. Without limitation on other obligations of Tenant which shall survive the expiration of the Lease shall yield, net to LandlordTerm, the Basic obligations of Tenant to pay the Additional Rent payable under provided for in this Lease for each year Article 4 shall survive the expiration of the Lease Term for a period of this Lease and that all charges eighteen (18) months, except with respect to real property taxes or assessments which are properly payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term terms of this Lease or Lease, but for which relate to Landlord receives a tax ▇▇▇▇ following the performance by Tenant expiration of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expensesuch eighteen (18) month period. Notwithstanding anything to the contrarycontrary contained herein, Tenant shall not be required to pay Tenant’s Share of Operating Expenses, Tax Expenses or Utilities Costs during the first (1st) twelve (12) months of the initial Lease Term; provided, however, Tenant shall be responsible for any property management fees or earthquake insurance premiums paid by Landlord separately metered utilities and for any above-standard services such as after-hours HVAC charges (as described in Article 6 hereof), during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis first (1st) twelve (12) months of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentinitial Lease Term."

Additional Rent. Except Lessee will also pay, from time to time as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate on demand of Lessor, as additional rent (the "Additional Rent") (a) all amounts, liabilities, charges and obligations that Lessee herein assumes or agrees to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant pay other than Basic Rent, however denotedand (b) interest at the rate of twelve (12%) percent per annum on such of the foregoing amounts, liabilities and obligations as are called payable by Lessee that are not paid when due and that Lessor shall have paid on behalf of Lessee, from the date of payment thereof by Lessor until paid by Lessee and on all overdue installments of Basic Rent and other sums payable under this Lease, from the due date thereof until payment. No interest on the foregoing amounts, however, shall be computed and applied to such amounts, except for installments of Basic Rent, unless and until (i) Lessee shall have received a written notice from Lessor describing the nature and the extent of the payment due hereunder and (ii) a period of five (5) Business Days from the receipt of such notice shall have elapsed. In the event of any failure on the part of Lessee to pay any Additional Rent within five (5) Business Days of said Notice, Lessor shall have all the rights, powers and remedies provided for in this Lease or at law or in equity or otherwise in the case of nonpayment of the Basic Rent. Lessor authorizes Lessee to make all payments of Additional Rent required by Lessor to be paid to persons other than Lessor. Upon payment in full of all sums payable as Additional Rent to persons other than Lessor, such payment shall be deemed to be the payment of Additional Rent to Lessor. On request, Lessee shall provide to Lessor such proof as Lessor shall reasonably require that the aforesaid payments as Additional Rent to persons other than Lessor shall have been paid. In case such person shall refuse to accept payment of such Additional Rent from Lessee, Lessee shall pay such Additional Rent directly to Lessor or its designee at the place where the Basic Rent is then payable and Lessee shall not be in Default if such person to whom payment by Lessee has been attempted fails or refuses to accept payment from Lessee. Notwithstanding anything set forth herein to the contrary, the term "Additional Rent" shall in no event be deemed to include any liquidated damages payable to Lessor by Lessee in the event of a default by Lessee of its obligations hereunder." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall Any amounts required to be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable paid by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair (in addition to Base Rent) and replacement expenses, all any charges or expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid incurred by Landlord during on behalf of Tenant under the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments including, without limitation, any expenses incurred for taxes, insurance, maintenance, repairs, replacements, management fees (not to exceed one percent (1%) of Basic Base Rent), owner's association dues and assessments, landscaping, utilities and other charges assessed against or attributed to the Demised Premises which are the obligation of Tenant hereunder, shall be considered additional rent (herein, "Additional Rent") payable in the same manner and upon the same terms and conditions as Base Rent and reserved hereunder except as expressly set forth herein to the contrary. Additional Rent shall be payable without previous include, and Tenant shall and does hereby agree to pay directly, or to reimburse Landlord upon demand therefor for, as Landlord may direct any and without all (i) management fees (not to exceed one percent (1%) of Base Rent), (ii) owner's association dues, assessments and/or fees assessed against or attributed to the Demised Premises pursuant to any right applicable easements, covenants, restrictions, agreements, declaration of setoff protective covenants or deduction whatsoever. All development standards, (iii) landscape maintenance and utilities costs and charges, and (iv) all other such charges payable or costs paid by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid Landlord with respect to or imposed or assessed upon or against the Demised Premises from time to time throughout that portion of the Term (and any extension thereof) commencing with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Lease Commencement Date. Basic Rent and Any failure on the part of Tenant to pay such Additional Rent are sometimes collectively referred when due shall entitle Landlord to the remedies available to it for non-payment of Base Rent, including, without limitation, late charges and interest thereon at the Interest Rate (as "Rent" or "rentherein defined) pursuant to Section 32 hereof."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent (a) Tenant shall be net pay to third parties (or to Landlord so that this Lease shall yield, net to Landlord, in the Basic Rent payable under this Lease case of ad valorem taxes and property insurance for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with lawsLeased Premises, and otherwise as applicable), as ADDITIONAL RENT (herein called): (i) all other coststaxes, feesinsurance, charges, expenses, reimbursements costs and obligations of every kind expenses which are reasonable and nature whatsoever relating to necessary for the operation and use of the PremisesLeased Premises by Tenant, and/or or which Tenant assumes or agrees to pay under any provisions of this Lease, together with all interest and penalties that may accrue thereon in the Expansion Land event of Tenant's failure to pay the same as herein provided; (defined belowii) all other damages, costs and expenses which Landlord may suffer or incur and is entitled to reimbursement by Tenant as provided in this Lease; and (whether or not Tenant has exercised the Expansion Land Optioniii) any and all other sums which may arise or become due during the Term or due, by reason of events occurring during the Term any default of this Lease Tenant or which relate to the performance failure by Tenant of all to comply with the agreements, terms, covenants, and conditions and agreements of this Lease. If Tenant fails to provide Landlord with satisfactory evidence of the full payment of Additional Rent to third parties (where applicable) within thirty (30) days following written request by Landlord for such evidence, then except as otherwise provided, Landlord may at its option, but is under no obligation to, pay directly all past due amounts of Additional Rent to be performed, paid or observed by Tenant hereunder to any third party, and Tenant shall be reimburse Landlord on demand for the Additional Rent so paid by Landlord. (b) Without limiting the generality of the foregoing, Tenant shall pay ad valorem taxes and insurance for the Leased Premises to Landlord in the same manner that Tenant is obligated to pay those expenses under that certain lease agreement dated as of December 1, 1999 (the EXISTING LEASE) between Landlord and Tenant relating to the Leased Premises. Tenant shall pay directly, as they become due and payable, and before they become delinquent, AND SHALL INDEMNIFY, DEFEND, AND HOLD LANDLORD PARTIES HARMLESS AGAINST, all taxes, special assessments, and other governmental charges of every kind levied or discharged assessed against the personal property, furniture, fixtures, and other improvements placed by Tenantor for Tenant in the Leased Premises, and shall promptly submit to Landlord evidence of such payment. During the Lease Term and at Tenant's its sole cost and expense, Tenant may contest, on behalf of Landlord, any reappraisals of the Leased Premises for ad valorem tax purposes. (c) Tenant, at its expense, may elect to inspect, audit, and copy Landlord's books and records concerning any Additional Rent which is reimbursed to Landlord, at Landlord's (or other designated) offices during normal office hours, within 90 days after the date of any demand by Landlord for the applicable Additional Rent (the ADDITIONAL RENT STATEMENT), by giving Landlord at least 30 days' prior notice and specifying in that notice the particular documents which Tenant will require for its audit (the AUDIT INFORMATION). Notwithstanding anything Any audit by Tenant is subject to the contraryfollowing: (1) No audit may be conducted if Tenant is in default under this Lease at the time Tenant delivers its notice to Landlord requesting the audit or at the time the audit would be conducted. (2) No subtenant or assignee may conduct an audit under this subparagraph or otherwise. (3) If Tenant retains a third party (the AUDITOR) to audit any Additional Rent, the Auditor must be a nationally recognized accounting firm that is not being compensated by Tenant on a contingent fee basis or other "savings" based fee structure. Prior to conducting an audit, Tenant shall and the Auditor must execute a reasonably acceptable form of confidentiality agreement relating to the audit. (4) Tenant may not be responsible in the Landlord's (or other designated) offices for more than a total of 3 days. Landlord shall make reasonable efforts to provide Tenant on the first of those 3 days with any property management fees Audit Information which was requested in accordance with this Paragraph 11(c) and which is in Landlord's control. Tenant shall minimize any disruption to Landlord's business while in Landlord's (or earthquake insurance premiums paid by other designated) offices. (5) Tenant shall deliver a copy of the audit to Landlord during the Term of this Leasewithin 10 days after it is finalized. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and If Tenant disputes any Additional Rent Statement as a result of its audit and Landlord does not contest the accuracy of Tenant's dispute within 15 business days after Landlord's receipt of Tenant's dispute notice, then Landlord shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all revise the Additional Rent shall be paid with the next installment Statement accordingly. (d) Tenant's payment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentLandlord is governed by Paragraph 6(c). TENANT SHALL INDEMNIFY, DEFEND, AND HOLD ALL LANDLORD PARTIES HARMLESS FROM ALL CLAIMS, FINES, SUITS, LOSSES, COSTS, LIABILITIES, DEMANDS, EXPENSES, ACTIONS, AND JUDGMENTS (COLLECTIVELY, CLAIMS) OF EVERY KIND AND CHARACTER ARISING OUT OF OR RELATING TO ADDITIONAL RENT."

Additional Rent. Except (a) Commencing on the Commencement Date, Sublessee shall also pay Sublessee’s Operating Share of Common Operating Expenses required to be paid by Sublessor to Overlandlord under the ▇▇▇▇▇▇▇▇▇ (as otherwise specifically provided in Section 7.1 of this Lease, and when the Basic Rent same shall be net to Landlord so that this Lease shall yield, net to Landlord, become due under the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below▇▇▇▇▇▇▇▇▇) (whether or not Tenant has exercised the Expansion Land Option“Sublessee Operating Expense Payment”). (b) which may arise or Commencing on the Commencement Date, Sublessee shall also pay Sublessee’s Tax Share of Real Property Taxes required to be paid by Sublessor to Overlandlord under the ▇▇▇▇▇▇▇▇▇ (as and when the same shall become due during under the Term or by reason of events occurring during ▇▇▇▇▇▇▇▇▇) (the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder “Sublessee Tax Payment”) (c) Sublessee shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and pay Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days Business Days after receipt by Sublessee of a ▇▇▇▇ from Sublessor. The remedies afforded Sublessor for the later non-payment of (a) invoice Additional Rent by Sublessee shall be the same as for non-payment of Base Rent. In the event that Sublessor shall receive any credit or reimbursement from Landlord Overlandlord with respect to either Common Operating Expenses or (b) Real Property Taxes for periods subsequent to the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" Date hereof which, in either case, had been partially paid by Sublessee, Sublessor shall within ten (10) Business Days after receipt of any such credit or "rentreimbursement by Sublessor credit or reimburse Sublessee its proportionate amount of such credit or reimbursement."

Additional Rent. Except as otherwise specifically provided A. (i) Subject to (a) Sublessor‘s obligation to pay any portion of same in Section 7.1 accordance with this Sublease, including, without limitation, the terms and provisions of this LeaseArticle 4; and (b) Articles 4(iii) and 4(iv) hereof, the Basic Rent Sublessee shall be net pay to Master Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating charges due from Sublessor to Master Landlord under the Master Lease as billed to Sublessor by Master Landlord pursuant to the operation and use of Master Lease solely with respect to the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) designated as "additional" rent, and which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate are attributable to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid Premises within ten (10) days of Sublessee‘s receipt of notice thereof. Sublessor shall have the later same rights and remedies for Sublessee‘s failure to pay any Additional Rent as for Sublessee‘s failure to pay any Basic Rent. Sublessee‘s failure to pay any component of Basic Rent on or before the date upon which such sum is due and to pay any component of Additional Rent within seven (a7) days of the date upon which such sum is due shall thereafter accrue interest and late fees in accordance with Article 23.2 of the Master Lease. (ii) Notwithstanding anything to the contrary in the Master Lease, Sublessee shall pay Master Landlord for electricity consumed in the Premises calculated as provided in Section 5.3 of the Master Lease ("Electricity Additional Rent") on or prior to the tenth (10th) day after the date Master Landlord provides Sublessee with an invoice from therefore. (iii) Notwithstanding anything to the contrary in this Sublease or in the Master Lease, commencing July 1, 2010 and continuing on July 1st of each subsequent Lease Year during the Term hereof, Sublessee shall pay Master Landlord or as Additional Rent the difference between (bx) the Commencement Date. Basic Rent then-effective Tax Payment payable by Sublessor, as provided in Article 2 of the Master Lease, and (y) the Tax Payment required to be made by Sublessor pursuant to Article 2 of the Master Lease with respect to the Tax Year ending June 30, 2010 ("Sublessee‘s Tax Payment") within ten (10) days after Master Landlord shall have furnished Sublessee with written notice thereof, together with a copy of the Tax Statement. (iv) Notwithstanding anything to the contrary in this Sublease or in the Master Lease, commencing on January 1,2010 and continuing on January 1st of each subsequent Lease Year during the Term hereof, Sublessee shall pay Master Landlord as Additional Rent are sometimes collectively referred the difference between (x) the then-effective Operating Expense Payment payable by Sublessor, as provided in Article 2 of the Master Lease, and (y) the Operating Expense Payment required to as be made by Sublessor pursuant to Article 2 of the Master Lease with respect to the Operating Expense Year ending December 30, 2009 ("Rent" or Sublessee‘s Operating Expense Payment"rent) within ten (10) days after Master Landlord shall have furnished Sublessee with written notice thereof, together with a copy of the Operating Expense Statement."

Additional Rent. Except (a) In addition to the Fixed Annual Rent, Tenant shall also pay and discharge, as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expensesadditional rent, all expenses other amounts, liabilities and obligations of whatever nature relating to compliance with lawsthe Premises, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, including all taxes, assessments, licenses and permit fees, charges for public utilities, and all other costs, fees, governmental charges, expenses, reimbursements and obligations of every any kind and nature whatsoever relating to which during the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which Term may arise be imposed upon or become due during and payable in respect of, or become a lien on, the Term Premises or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseany part thereof. Notwithstanding anything to the contraryforegoing, Tenant shall not be responsible for payment of the fees, costs and expenses related to any property management fees indebtedness of Landlord or earthquake insurance premiums income taxes assessed against Landlord. Additional rent shall include, without limitation, all Impositions (as hereafter defined) affecting the Premises, and all amounts required to be paid under any covenants, requirements, easements or restrictions of record pertaining to the Premises existing as of the Commencement Date, and all interest and penalties that may accrue thereon (unless accrued due to Landlord’s act or omission), and all damages, costs and reasonable out of pocket expenses which Landlord may incur by Landlord during reason of any default of Tenant or failure on Tenant’s part to comply with the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 terms of this Lease, all payments of Basic which ▇▇▇▇▇▇ hereby agrees to pay upon demand or as is otherwise provided herein. Upon any failure on the part of Tenant to pay any of the additional rent (subject to Tenant’s notice and cure rights set forth herein), Landlord shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Fixed Annual Rent, except as otherwise provided in this Lease. Fixed Annual Rent and Additional Rent additional rent sometimes are referred to in this Lease, collectively, as “Rent”. (b) Subject to ▇▇▇▇▇▇’s right to contest or dispute sums constituting additional rent as provided in this Lease, Tenant shall pay and discharge any additional rent referred to in Section 4(a) when the same shall become due; provided that amounts that are billed to Landlord or any third 6 party, but not to Tenant, shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days Business Days after notice is given of Landlord’s demand for payment thereof. If Tenant fails to pay any such amount within fifteen (15) Business Days of the later date due and Tenant is not contesting or disputing the same as provided in this Lease, Landlord may, at its option, pay such amount and Tenant shall reimburse Landlord for such amount as additional rent hereunder within ten (10) Business Days after notice is given of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent Landlord’s payment of and Additional Rent are sometimes collectively referred to as "Rent" or "rentdemand therefor."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Base Rent shall be net to Landlord so that this Lease shall yield, absolutely net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and such that all charges payable by Tenant under this Lease for Property costs, charges, expenses, Taxes, insurance premiums, utility charges, cost of maintenance, repair and replacement expenses, all expenses relating to compliance with laws, the Premises and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating related to the operation Premises shall be paid by Tenant, and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions such costs and agreements payments to be performed, paid or observed made by Tenant hereunder shall be paid deemed, for the purposes of securing the collection thereof, to be additional rent due and owing hereunder (“Additional Rent”), and Landlord shall have the same rights and remedies upon Tenant’s failure to make such payments as for the nonpayment of the Base Rent. Without limiting the generality of the foregoing, during the Term Tenant covenants and agrees to pay without notice, demand, setoff, deduction, abatement or discharged by Tenantcounterclaim, at Tenant's sole cost and expense. Notwithstanding anything to without relief from valuation or appraisement laws, all Taxes, and the contrary, Tenant same shall not be responsible for any property management fees or earthquake insurance premiums constitute Additional Rent if initially paid by Landlord during on behalf of Tenant. (a) Should any governmental agency or political subdivision impose any taxes and/or assessments, whether or not now customary or within the Term contemplation of the Parties, either by way of substitution for Taxes presently levied and assessed against the Premises and MOB and any property of Tenant located on the Premises, or in addition thereto, other than Landlord’s personal income tax or any estate tax or inheritance tax, such taxes and/or assessments shall be deemed to constitute “Taxes” for the purpose of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling dueby Tenant. Rent for any partial month Taxes shall be prorated for the first and last Lease Year of the Term, and as to Taxes for the last Lease Year, whether or not such Taxes are imposed before or after such termination, and Tenant’s obligation to pay its prorated share thereof shall survive such termination. Tenant shall deliver to Landlord (i) not more than five (5) days after the due date of each Tax, copies of the invoice for such Tax and the check delivered for payment thereof; and (ii) not more than thirty (30) days after the due date of each Tax, a copy of the official receipt evidencing such payment or other proof of payment satisfactory to Landlord. (b) Notwithstanding Section 4.2(a), until the Premises are separately assessed for Taxes, Landlord shall pay all Taxes, including the Premises, and Tenant shall pay to Landlord its proportionate share of the Taxes in accordance with proportion of the area of the Premises bears to the total area assessed for purposes of Taxes, as reasonably determined by Landlord on the basis of information furnished by the number of days within such calendar month Governmental Authority responsible for real estate valuation and paid within ten assessment; provided, however, if the Premises are not separately assessed for Taxes but tax assessor’s work papers reflect a separate valuation for the improvements, then Tenant shall pay the taxes applicable to the improvements based on the information from the tax assessor’s work papers and the taxes attributable to the land shall be proportionately assessed as described above. Landlord agrees, at no expense or liability to Landlord, to reasonably cooperate with Tenant in connection with Tenant’s application to have the Premises separately assessed for real estate purposes. (10c) days Commencing with the first year the Premises are separately assessed for Taxes, Tenant may seek a reduction in the assessed valuation (for Tax purposes) of the later Premises, the MOB and any property of (a) invoice from Tenant located on the Premises, provided the same is done in good faith by and at Tenant’s sole cost and expense and in compliance with Section 11.8. No contest permitted hereunder, however, shall permit Tenant to defer payment of any such contested Taxes. Landlord may, at its option, pay the disputed amounts if Landlord determines in its sole judgment that payment is necessary to protect Landlord’s property. Provided there is not an Event of Default, Tenant shall be entitled to all refunds associated with Tenant’s successful prosecution of any such proceeding; provided, such refunds relate to periods of time during which Tenant is in possession of the Premises. All refunds related to periods of time other than during Tenant’s occupancy of the Premises shall belong to Landlord, or (b) the Commencement Dateif there is an existing Event of Default, any refund shall belong to Landlord. Basic Rent and Additional Rent are sometimes collectively If required by Applicable Law, Landlord shall join in any proceeding referred to in this Section; provided, however, Tenant shall pay, and shall indemnify and save Landlord harmless from, any and all costs and expenses associated with such proceedings. (d) If by law any Taxes are payable or, at the option of the taxpayer, may be paid in installments, Tenant may pay the same in installments at the time said installments become due and payable and in any event before any fine, penalty, interest or cost may be added thereto for the nonpayment of any such installment; provided, however, with respect to any Taxes, which are levied and assessed during the Term hereof, the foregoing shall not excuse Tenant from paying such installments thereof as "Rent" may become due and payable after the expiration of the Term, and Tenant’s obligation with respect to the payment thereof shall survive the expiration of this Lease. (e) Tenant, at its expense, shall prepare and file all tax returns and reports in respect of any Taxes as may be required by Governmental Authorities. In the event Governmental Authorities classify any property covered by this Lease as personal property, Tenant shall file all personal property tax returns in such jurisdictions where it may legally so file. (f) If an Event of Default occurs and while it remains uncured, Tenant shall, at Landlord’s election, deposit with Landlord on the first day of each month a sum equal to 1/12th of the Taxes assessed against the Premises for the preceding tax year, which sums shall be used by Landlord toward payment of such Taxes. Tenant, on demand, shall pay to Landlord any additional funds necessary to pay and discharge the obligations of Tenant pursuant to the provisions of this Section. The receipt by Landlord of the payment of such Taxes by and from Tenant shall only be as an accommodation to Tenant, the mortgagees, and the taxing authorities, and shall not be construed as rent or "rentincome to Landlord, Landlord serving, if at all, only as a conduit for delivery purposes; provided, however, if Tenant’s Leasehold Mortgagee requires an escrow for Taxes pursuant to a tax escrow or tax pledge agreement acceptable to Landlord and that Tenant makes monthly deposits equal to 1/12 of the Taxes, and agrees that all such deposits shall be used for Taxes, Landlord agrees that an escrow under this Section shall not be required." (g) Tenant shall also pay all taxes, assessments, charges, deposits, and bills for utilities, including without limitation charges for water, gas, oil, sanitary and storm sewer, electricity, telephone service, and trash collection, which may be charged against the occupant of the Premises during the Term.

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease(a) Subtenant shall pay Sublandlord, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of receipt of written demand for same, for any Additional Rent (as defined in the later Master Lease), expressly including payments of (a) invoice from Direct Expenses and Estimated Direct Expenses, payable by Sublandlord to Master Landlord in respect of the Sublease Premises for the term of this Sublease. Subtenant shall have the same audit rights with respect to Statements, Estimates or other statements regarding Direct Expenses or Estimated Direct Expenses provided by Master Landlord to Sublandlord as Sublandlord has under Section 4.6 of the Master Lease which rights shall be exercised by Sublandlord on Subtenant’s and its own behalf; and any such estimates or statements shall be binding as between Sublandlord and Subtenant to the same extent that such estimates or statements are binding as between Master Landlord and Sublandlord; provided that Subtenant shall reimburse Sublandlord for any and all costs and expenses actually incurred by Sublandlord in connection with such audit, and such costs shall be deemed Sublease Rent hereunder. The intent of the parties is that all payments of Additional Rent, including all Direct Expenses, payable under the Master Lease will be passed through to Subtenant during the Sublease Term. Notwithstanding the foregoing, any Additional Rent payable for any partial month during the Sublease Term shall be prorated on a daily basis based on the actual number of days in such month. The terms of this Section 5.2 shall survive and remain in full force and effect notwithstanding the expiration or earlier termination of the Sublease Term. Subtenant shall pay all taxes applicable to Subtenant’s personal property or any other taxes that are otherwise Sublandlord’s responsibility, as tenant, under the Master Lease. (b) Sublandlord represents that the Commencement Date. Basic Rent and current recurring charges on account of Additional Rent are sometimes collectively referred approximately as follows: (i) common area charges, which include utilities are approximately $1.39/sf per month, (ii) insurance and affiliated charges are approximately $0.16/sf per month, and (iii) real property taxes are approximately $0.48/sf per month. Additionally, janitorial services are provided separately from the property manager and are invoiced directly to as "Sublandlord on a monthly basis. (c) Promptly following receipt from Master Landlord, Sublandlord shall send a copy of any ▇▇▇▇ or statement for Direct Expenses or Estimated Direct Expenses to Subtenant, along with copies of any other supporting documentation received from Master Landlord, which statement shall set forth the amount of the Direct Expenses and Estimated Direct Expenses payable by Subtenant and the manner in which it was derived. If and to the extent Sublandlord receives a refund from Master Landlord of any Direct Expenses and Estimated Direct Expenses or any other charge paid by Subtenant under this Sublease, Sublandlord shall credit such refund against the Sublease Rent" . This provision shall survive the expiration or "rentany earlier termination of this Sublease."

Additional Rent. Except as otherwise specifically provided in Section 7.1 SECTION 1. In addition to the minimum rent and percentage rent, all other payments required of this Lease, Tenant pursuant to the Basic Rent shall be net to Landlord so that provisions of this Lease shall yieldbe deemed, net for the purpose of securing the collection thereof, to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (be additional rent due hereunder whether or not Tenant has exercised the Expansion Land Optionsame be designated as such, including, but not limited to, payments for Utilities (XIII), Common Areas (X), Taxes (XIV), Insurance (XVII) which may arise and Advertising and Promotion (XV). Landlord shall have the same rights and remedies upon Tena▇▇'▇ ▇ailure to pay the same as for non-payment of the minimum rent, and shall have such rights upon Tenant's failure to pay percentage rent or become due during estimate thereof as well. All such payments of additional rent shall, unless otherwise provided, be paid in monthly installments with the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the termsminimum rent payments (and estimated percentage rent, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder if any). The monthly payments shall be paid or discharged by Tenantbased, in each case, on Landlord's reasonable estimate of such costs made at Tenant's sole cost and expense. Notwithstanding anything to 13 the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during beginning of each Fiscal Year; the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated pro-rated. If, at the end of any Fiscal Year, the amount paid by Tena▇▇ ▇▇ less than its share, the balance, as shown on Landlord's statement, shall be paid on or before the basis first day of the number following month, and if the amount paid by Tena▇▇ ▇▇ greater than its share, the excess, as shown on said statement, shall be credited against the next payments (whether of days rent or otherwise) due hereunder. All provisions dealing with abatement of rent are to be construed to refer to abatement of minimum rent only, and not abatement of any other payment required hereunder. SECTION 2. If Tenant shall fail to pay any rent within such calendar month and paid within ten five (105) days after the due date, Tenant shall be obligated to pay a late payment charge equal to the greater of Fifty and no/l00 Dollars ($50.00) or five percent (5%) of any rent payment not paid when due to reimburse Landlord for its additional administrative costs. In addition, all rent and other payments required of Tenant under the later provisions of this Lease shall bear interest commencing five (a5) invoice from Landlord days after the due date of each payment and continuing until the date actually paid by Tena▇▇, ▇▇ a rate equal to three (3) percentage points over the prime rate published by Norwest Bank Minnesota, N.A., at the time the payment was due or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentmaximum rate permissible by law, whichever is less."

Additional Rent. Except In addition to the Monthly Rent, Tenant shall pay Tenant's Percentage of the Common Area Operating Expenses, as otherwise specifically provided in Section 7.1 PARAGRAPH 6 below. Notwithstanding the foregoing, or anything to the contrary contained herein, in the event that it would be materially inequitable to charge Tenant Tenant's Percentage of the Common Area Operating Expenses (for example, as a result of materially different and/or more intensive uses of the Project by Tenant or other tenants at the Project), Landlord shall allocate such portion of the Common Area Operating Expenses on an equitable basis rather than based on Tenant's Percentage. All amounts which Tenant is required to pay or discharge pursuant to this LeaseLease in addition to Monthly Rent, the Basic including, but not limited to all sums owed by Tenant to Landlord or paid to third parties by Landlord on behalf of Tenant, together with every fine, penalty, interest and cost which may be added for non-payment or late payment under this Lease or pursuant to applicable law, shall constitute "ADDITIONAL RENT." Additional Rent shall be net paid directly to Landlord so that this Lease at the address specified herein, or at such other place, as Landlord may designate, in writing. If Tenant fails to pay or discharge any Additional Rent, Landlord shall yieldhave all rights, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease powers and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term remedies provided herein or by reason law as in the case of events occurring during the Term non-payment of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseMonthly Rent. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Monthly Rent and Additional Rent shall sometimes be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to herein as "Rent" or "rentRENT."

Additional Rent. Except Tenant shall pay, as otherwise specifically provided additional Rent (“Additional Rent”), prorated for that part of the Lease Term within the applicable calendar year, Tenant’s Percentage Share (“Tenant’s Percentage Share”), as hereafter defined, of the total amount of (i) the annual operating expenses (“Operating Expenses”), as hereafter defined and (ii) the annual Taxes (as defined below), for the Building. For all years during the Lease Term, Landlord shall, in Section 7.1 of this Leaseadvance, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease reasonably estimate for each such calendar year the total amount of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use Additional Rent. One-twelfth (1/12) of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and estimated Additional Rent (plus all applicable taxes due and payable on Rent, now existing or hereafter enacted) shall be payable without monthly, along with the monthly payment of the Base Rent. Landlord shall use its commercially reasonable efforts to make such estimate on or before January 1 of each calendar year. On or before April 30 following a year for which Additional Rent is payable hereunder, Landlord shall use its commercially reasonable efforts to provide Tenant with the amount of the actual Additional Rent for the previous demand therefor year, and without a reasonable breakdown of the items included therein, together with an invoice for any right underpayments of setoff Additional Rent (to be paid within thirty (30) days following receipt of such invoice, or deduction whatsoever. All charges payable by Tenant other than Basic to be included with the next monthly payment of Rent, however denotedwhichever shall first occur) or credit Tenant’s account or deliver a check to Tenant, are called "in Landlord’s sole discretion, to reimburse Tenant for any overpayment of Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."

Additional Rent. Except Sublessee agrees to pay to Sublessor upon demand therefor, as otherwise specifically provided additional rent, Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating Expenses, as these terms are defined in Section 7.1 of this Lease, the Basic Rent Master Lease and as modified below. Sublessee's prorated amount shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated determined on the basis of the number of days within such calendar month and paid within ten (10) days size of the later Subleased Premises. The Parties hereby agree that Sublessee's pro rata share of any Excess Real Estate Taxes and Excess Operating Expenses shall be deemed to be percent (a19.4%). Notwithstanding anything in the Master Lease to the contrary, and notwithstanding Master Lease Section 5.1 in particular, Operating Expenses shall include all electricity, gas, steam, water, sewer and other utility charges, none of which shall be charged directly to Sublessee. Notwithstanding anything in Master Lease Section 2.2 to the contrary, the base year for the purpose of calculating Excess Real Estate Taxes shall be the calendar Year 2000. The base period for calculating Excess Operating Expenses in any Sublease Year shall be the sum of the Operating Expenses, including utilities as noted above, incurred during the first twelve (12) invoice from Landlord or (b) months after the Sublease Commencement Date. Basic Notwithstanding anything in the Master Lease to the contrary, and notwithstanding master Lease Section 9.1 in particular, this Section 7 sets forth the entire financial obligation of Sublessee beyond Base Rent, it being the intent of the Parties that this is a fully serviced Sublease. Sublessee shall pay Base Rent and Additional Rent are sometimes collectively referred to as "Rent" without demand or "rentsetoff."

Additional Rent. Except Tenant shall pay as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net additional rent to Landlord, at least thirty (30) days before the Basic Rent same are due to the Town of Natick, Tenant's proportionate share of the amount by which real estate and personal property taxes levied or assessed or becoming payable under this Lease for or in respect to the Lot on which the Building is located and the Building and other improvements located on the Lot for each year tax period included in the term and any partial period at the beginning and end thereof exceed the tax base amount ("Tax Base") set forth on Exhibit D, which shall be the amount of such taxes for Fiscal Year 1996. If at any time during the term, under the Laws of the Term United States of this Lease and that all any state or political subdivision thereof in which the Premises are situated, there shall be adopted some other method of taxation on real estate as a substitute in whole or in part for taxes on real estate as now constituted such as tax on the fixed rent, additional rent or the other charges payable by Tenant under this Lease for Property hereunder by whatever names called which is levied, assessed or imposed against Landlord or the rent or other charges payable hereunder to Landlord (which substitute tax on the fixed rent, additional rent, or other charges or other substitute method of taxation are hereinafter collectively referred to as "Substitute Taxes"), insurance premiumsTenant, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use extent that such Substitute Taxes are means of raising revenue from or with respect to the Premises, and/or shall pay to Landlord within thirty (30) days after notice from landlord, Tenant's proportionate share of Substitute Taxes in excess of the Expansion Land (defined below) (whether or not Tenant has exercised Tax Base as soon as the Expansion Land Option) which may arise or same shall become due during and payable. In the Term or by reason event that any such Substitute Taxes shall be based upon the income of events occurring during the Term of this Lease or which relate Landlord, then Tenant's obligation with respect to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder aforesaid Substitute Taxes shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything limited to the contrary, Tenant shall not amount thereof as computed at the rates that would be responsible payable if the same were the sole taxable net income of Landlord but without deduction or provision for any property management fees deductions, exemptions or earthquake insurance premiums paid by credits to which Landlord during may be entitled in computing the Term tax, Landlord would so bear on account of this Lease. Except as otherwise provided in Section 7.1 the fixed rent, additional rent or 14.9 other charges then due or thereafter becoming due from Tenant for the taxable period under the terms of this Lease, all payments as if Landlord were not entitled to any such deductions, exemptions or credits. Provided, however, that the taxation of Basic Rent Landlord's income by the United States and Additional Rent shall be payable without previous demand therefor and without any right the Commonwealth of setoff or deduction whatsoever. All charges payable by Tenant other than Basic RentMassachusetts, however denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively presently referred to as the "RentFederal Income Tax" and "State Income Tax" or "rentsimilar methods of taxation, including any local income taxes, are not intended to be herewith appl icable and are specifically excluded." 2.2.1. Tenant shall pay as additional rent to Landlord, Tenant's proportionate share of each installment of any public, special or betterment assessment levied or assessed or becoming payable for or in respect of the Lot or Building, or both for each installation period wholly included in the term, and, for any fraction of an installment period included in the term at the beginning or end thereof, provided only in the case of each respective assessment that Landlord shall have elected to pay such assessment in installments over the longest period permitted by law and not otherwise. Landlord hereby represents to Tenant that to the best of its knowledge, there are no such special assessments pending or threatened at the date hereof. 2.2.2. If Tenant deems itself aggrieved by any assessment as to which Tenant is required to pay under Subsections 2.2. or 2.2.1. hereof, Tenant may at Tenant's expense, without delaying the payment of such assessment beyond the extent permitted by law or otherwise bonding the obligation in an manner reasonably acceptable to Landlord, seek an abatement thereof, and Landlord shall cooperate with Tenant to the extent reasonably necessary to enable Tenant to do so. If such abatement is granted the parties hereto shall be reimbursed for reasonable expenses incurred in connection with such abatement proceedings, and Tenant's obligation for such taxes and assessments shall be thereafter adjusted in accordance with the remaining balance of the abatement. All taxes levied on the personal property of Tenant shall be the obligation and be paid by Tenant whether the same is assessed to Tenant or Landlord and whether the same shall be considered part of the realty or personalty and further that Tenant agrees to indemnify, and hold harmless the Landlord from any loss, damage, debt or claim resulting therefrom.

Additional Rent. Except (a) Tenant shall pay and discharge, as additional rent (collectively, “Additional Rent”): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant and Landlord which are incurred in Section 7.1 connection or associated with (A) the ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the performance of any of Tenant’s obligations under this Lease, (C) the Basic Rent shall be net to Landlord so that this Lease shall yield, net to exercise or enforcement by Landlord, the Basic Rent payable its successors and assigns, of any of its rights under this Lease for each year in connection with an Event of the Term Default, (D) any amendment to or modification or termination of this Lease made at the request of Tenant, (E) Costs of Landlord’s counsel and that reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant in connection with an Event of Default or the review and monitoring of compliance by Tenant with the terms of this Lease in connection with an Event of Default, including compliance with [Post Closing Obligations and] applicable Law, (F) all charges payable costs and fees associated with the wire transfers of Rent payments, and (G) any other items specifically required to be paid by Tenant under this Lease; (ii) after the date all or any portion of any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date, an amount (the “Late Charge”) equal to four percent (4%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant’s delinquency, provided, however, that with respect to the first late payment of all or any portion of any installment of Basic Rent in any Lease for Property TaxesYear, insurance premiumsthe Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) days’ following notice thereof from Landlord to Tenant that such installment is due and payable. Tenant acknowledges that the damages to and costs incurred by Landlord resulting from Tenant’s late payment of Basic Rent would be difficult, utility chargesif not impossible, maintenance, repair and replacement expenses, all expenses relating to compliance ascertain with lawsany accuracy, and all other that the four percent (4%) charge represents Landlord and Tenant’s efforts to approximate such potential damages and costs, fees, charges, expenses, reimbursements and obligations ; (iii) a sum equal to any late charge in excess of every kind and nature whatsoever relating the amount payable under clause (ii) above for that portion of the Basic Rent paid to the operation Lender as scheduled installments of principal and use interest, any default interest in excess of amounts payable under clause (iv) below for that portion of the PremisesBasic Rent paid to the Lender as scheduled installments of principal and interest, and/or the Expansion Land (defined below) (whether and fees of Lender’s counsel, which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term non-payment of Basic Rent or by reason of events occurring during an Event of Default; and (iv) interest at the Term rate (the “Default Rate”) of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, and (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant pursuant to this Lease or which relate to Lease, from the performance date of payment thereof by Landlord; (v) five thousand dollars ($5,000) per month for each month that Tenant is late in the delivery of all the terms, covenants, conditions annual and agreements quarterly financial statements that are required to be performeddelivered pursuant to Paragraph 28(b). (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, paid provided that amounts which are billed to Landlord or observed by Tenant hereunder any third party, but not to Tenant, shall be paid or discharged by Tenantwithin thirty (30) days after Landlord’s demand for payment thereof, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for (ii) any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and other Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denotedwithin thirty (30) days after Landlord’s demand for payment thereof. (c) In no event shall amounts payable under Paragraph 7(a)(ii), are called "Additional Rent." Unless (iii) and (iv) or elsewhere in this Lease provides otherwise, all Additional Rent shall be paid with exceed the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentmaximum amount permitted by applicable Law."

Additional Rent. Except as otherwise specifically provided in Section 7.1 of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, however denoted, Base Rent are called "Additional Rent.". The term "Rent" shall mean Base Rent and Additional Rent. Additional Rent shall be based on that percent of the total 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. Unless this Lease provides otherwise, all Additional Rent shall be paid with due on or before the next installment first day of Basic Rent falling dueeach 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 beginning of each calendar year, Landlord shall submit to Tenant a new statement of the anticipated monthly Additional Rent for any partial month the then current year, which statement shall be prorated on based upon the basis 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 number of days within such calendar month and paid within ten (10) days of estimated monthly Additional Rent. Unless this Lease provides otherwise, if Landlord deten-nines at any time that the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and anticipated monthly Additional Rent are sometimes collectively referred payments being made by Tenant for the then current year are, or will become, inadequate to pay for the Additional Rent due for such 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 "Rent" or "rentshown by such supplemental estimate. Failure of Landlord to submit statements as called for herein shall not be deemed to be a waiver of Tenant's requirement to pay sums as herein provided."

Additional Rent. Except as Each and every payment and expenditure, other than Annual Fixed Rent, shall be deemed to be Additional Rent or additional rent hereunder, whether or not the provisions requiring payment of such amounts specifically so state, and shall be payable, unless otherwise specifically provided in Section 7.1 this Lease, within ten (10) days after written demand by Landlord, and in the case of the non-payment of any such amount, Landlord shall have, in addition to all of its other rights and remedies, all the rights and remedies available to Landlord hereunder or by law in the case of non-payment of Annual Fixed Rent. Unless expressly otherwise provided in this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease performance and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance observance by Tenant of all the terms, covenants, covenants and conditions and agreements of this Lease to be performed, paid or performed and observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's ’s sole cost and expense. If Tenant has not objected to any statement of Additional Rent which is rendered by Landlord to Tenant within ninety (90) days after Landlord has rendered the same to Tenant, then the same shall be deemed to be a final account between Landlord and Tenant not subject to any further dispute. In the event that Tenant shall seek Landlord’s consent or approval under this Lease (except in connection with Tenant’s Work, which shall be governed by Exhibit B-1), then Tenant shall reimburse Landlord, upon demand, as Additional Rent, for all reasonable costs and expenses, including legal and architectural costs and expenses, incurred by Landlord in processing such request, whether or not such consent or approval shall be given. Notwithstanding anything in this Lease to the contrary, Tenant shall not if Landlord or any affiliate of Landlord has elected to qualify as a real estate investment trust (“REIT”), any service required or permitted to be responsible for any property management fees or earthquake insurance premiums paid performed by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of pursuant to this Lease, all payments the charge or cost of Basic Rent and which may be treated as impermissible tenant service income under the laws governing a REIT, may be performed by a taxable REIT subsidiary that is affiliated with either Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s property manager (the “Service Provider”). If Tenant is subject to a charge under this Lease for any such service, then, at Landlord’s direction, Tenant will pay such charge either to Landlord for further payment to the Service Provider or directly to the Service Provider, and, in either case, (i) Landlord will credit such payment against Additional Rent shall be payable without previous demand therefor and without any right of setoff or deduction whatsoever. All charges payable by due from Tenant other than Basic Rent, however denoted, are called "Additional Rent." Unless under this Lease provides otherwisefor such service, all Additional Rent shall be paid with and (ii) such payment to the next installment Service Provider will not relieve Landlord from any obligation under the Lease concerning the provisions of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rentservice."

Additional Rent. Except (a) In addition to Base Rent and Percentage Rent, Tenant agrees to pay and discharge as otherwise specifically provided in Section 7.1 additional rent ("Additional Rent") all costs, expenses and other sums required to be paid by Tenant under the terms of this Lease, the Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements charges and obligations of every kind and nature whatsoever relating expenses with respect to the operation use and use occupancy of the PremisesLeased Premises together with every fine, and/or the Expansion Land (defined below) (penalty, interest and cost which may be added for non-payment or late payment, whether or not Tenant has exercised any are specifically designated as "Additional Rent". In the Expansion Land Option) which may arise event of any non-payment of Percentage Rent or become due during Additional Rent when due, Landlord shall have all the Term rights and remedies provided for in this Lease, or by reason law, for the non-payment of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expenseBase Rent. Notwithstanding anything to the contraryforegoing, Tenant shall not be responsible obligated to pay any amounts for any property management fees or earthquake insurance premiums paid by which Landlord during the Term of this Lease. is liable, such as Landlord's mortgage. (b) Except as otherwise expressly provided to the contrary in Section 7.1 or 14.9 of this Lease, this Lease is intended to be, and shall be construed as, an absolutely net lease, whereby under all payments of Basic circumstances and conditions, the Base Rent and Additional Percentage Rent shall be payable without previous demand therefor a completely net return to Landlord; and without Tenant shall pay, and shall indemnify and hold harmless Landlord from and against, any right of setoff and all claims, losses, damages, expenses, costs, fines, penalties, liabilities, obligations and charges whatsoever (including reasonable attorney's fees and disbursements) which shall arise or deduction whatsoever. All charges payable be incurred, shall become due, or which shall be based upon any act or omission by Tenant occurring during the Term, with respect to or in connection with the Leased Premises or the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation of the Leased Premises, other than Basic Rent, however denoted, are called "Additional Rentdebt service payable under any mortgage or any other obligation or liability arising from Landlord's acts or omissions." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next installment of Basic Rent falling due. Rent for any partial month shall be prorated on the basis of the number of days within such calendar month and paid within ten (10) days of the later of (a) invoice from Landlord or (b) the Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or "rent."