Common use of Additional Rent Clause in Contracts

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, . Tenant shall pay to Landlord monthly, in advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's ’s proportionate share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant’s proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b3) Tenant's ’s proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, including reasonable deductibles and the pre-payment of premiums for coverage of up to one year. The amount of earthquake insurance deductibles actually paid shall be amortized ( including interest at the rate of 8% per year on the unamortized cost) over a period of ten (10) years and only the amortized portion during the Term of this Lease shall be included as Additional Rent; and (c4) Tenant's ’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata ’s proportionate share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. Tenant’s payment for such estimated Additional Rent for the Early Access Period as well as in the first twelve (12) months of this Lease shall be $22,600.00 per month. Prior to execution and delivery of this Lease by both parties, Landlord shall provide to Tenant complete and accurate figures setting forth the Additional Rent for each of the two (2) full calendar years preceding the calendar year in which the Lease Commencement Date occurs. The respective obligations of Landlord and Tenant under this paragraph Paragraph 4 shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, 3.1 Tenant shall be responsible to pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of hereunder all Taxes relating to the Complex as set forth in Paragraph 12taxes, and (b) Tenant's proportionate share of all insurance premiums relating to the Complexcosts, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs maintenance, and expenses, which Tenant is required to pay hereunder, operational expenses associated with the Demised Premises together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, penalties that may accrue thereto thereon in the event of the Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which the Landlord may incur by reason of any default of the Tenant or failure on the Tenant's ’s part to comply with the terms of this Lease, except those specifically allocated to Landlord under Article 5 of this Lease. Therefore, and without limitation, commencing at the Effective Date, Tenant shall continue to pay to Landlord One Hundred percent (100%) of the total costs of the following items, herein called “Additional Rent”: A. All real estate taxes on the land, as more fully described on Schedule “B” attached hereto and made a part hereof (the “Land”), site improvements and the Building comprising the Demised Premises. Said real estate taxes shall include all real estate taxes and assessments that are levied upon and/or assessed against the Demised Premises, including any taxes which may be levied on rents, except that as to assessments, Landlord shall elect to pay same over the longest period permitted by law and only the current year’s installment, including interest, shall be added into Tenant’s calculation. In addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in appealing taxes and/or assessments on Demised Premises, including reasonable legal fees, expert witness fees and other proper costs but Tenant will not be liable to pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If any such appeal is successful, any recovery net of such expenses shall be credited (proportionately) to Tenant’s obligation hereunder. Except during the final three (3) years of the then Term, Tenant shall have the right to appeal tax assessments on the Demised Premises at Tenant’s sole cost and expense; and if any such tax appeal is unsuccessful or if it results in an increase in real estate taxes, Tenant shall bear all such costs, attorneys fees and tax increases during the Term. Notwithstanding the foregoing, the foregoing taxes shall specifically exclude income taxes assessed against the Landlord, franchise taxes, estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the Land, any late fees, penalties or interest with respect to the payment of any such taxes, and any income, profits or revenue tax. Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment. B. All premiums and deductible costs paid by Landlord for the Demised Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below). C. All costs incurred by Landlord pursuant to this Lease to maintain, repair and replace exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas including driveways, sidewalks and curbs (including snow and ice removal from parking and exterior loading areas and sidewalks) and site drainage facilities and other areas within the Land which are not the responsibility of Tenant to maintain, repair and replace under this Lease. There shall also be included any parking charges, utilities surcharges, COAH development fees or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the expansion, renovation, use or occupancy of the Demised Premises or the Parking Lot by or on behalf of Tenant (as defined in Article 43 below) from and after the Effective Date. Any and all such replacement costs shall be amortized over the useful economic life of such improvements. D. On or about the Effective Date, Landlord shall submit to Tenant a statement of the anticipated monthly Additional Rent for the period between the Effective Date, and the following December 31, and Tenant shall pay this Additional Rent on a monthly basis concurrently with the payment of the Fixed Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each calendar year (commencing in 2010), Landlord shall use its best efforts to give Tenant a statement showing the total Additional Rent for the Demised Premises for the prior calendar year (an “Operating Expense Statement”). Landlord shall also submit to Tenant by separate invoice not less often than annually a statement documenting any unanticipated charges relating to the repair of the common driveway area shared with ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, and the charges relating to the Private Communications Ductbank (described in Section 32.2 below), and Tenant shall pay its proportionate share thereof within thirty (30) days after presentation thereof. E. In the event the total of nonpayment the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the difference between the total previous monthly payments made in the then calendar year and the total of monthly payments calculated as Additional Rent based on the prior year’s experience. Any overpayment by Tenant of shall be credited towards the Fixed Rent and/or Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentnext coming due. The actual Additional Rent due hereunder for the prior year shall be paid to Landlord or Landlord's agent (i) within five days used for taxes and insurance and within thirty days for all other purposes of calculating the anticipated monthly Additional Rent items after presentation for the then current year with actual determination of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at after each calendar year as above provided. Even though the option term has expired and Tenant has vacated the Demised Premises, when the final determination is made of LandlordTenant’s share of said Additional Rent for the year in which this Lease terminates, Tenant shall pay to Landlord monthlyany increase due over the estimated Additional Rent previously paid within thirty (30) days after demand, in advanceand, Tenant's prorata share of an amount estimated conversely, any overpayment made shall be immediately rebated by Landlord to be Landlord's approximate average monthly expenditure Tenant within thirty (30) days after such notice to Tenant, and this provision shall survive termination for such Additional Rent items, which estimated amount shall be reconciled said purpose. Failure of Landlord to submit Operating Expense Statements to Tenant as called for herein within 120 days of six (6) months after the end of each any applicable lease year or one (1) year from the expiration of the Initial Term, or any renewal term, as the case may be, shall be deemed to be a waiver of Tenant’s requirement to pay sums as herein provided. In addition, Tenant shall not be responsible or liable for the payment of any amount which should have been included in an Operating Expense Statement as Additional Rent for a particular calendar year or more frequently if Landlord that was not so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsincluded. The respective obligations of Landlord and Tenant under term “lease year” as used throughout this paragraph Lease shall survive mean: (a) as to the expiration or other termination of the term of this Leaseperiod from January 1, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of 2009 through September 30, 2015, a calendar year, i.e. January 1 to December 31 of each calendar year; and (b) as to the actual Additional Rent incurred for period from October 1, 2015 through the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis balance of the statement Initial Term and through each of actual Additional Rent for such the renewal option terms, if exercised, a period from October 1 to September 30 of the following calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54year.

Additional Rent. Beginning with the commencement date Except as stated above and commencing as of the term of this LeaseNovember 16, 2005, Tenant shall pay to Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex as Premises set forth in Paragraph 1210, and (b) Tenant's proportionate share of all All insurance premiums and deductibles relating to the Complex, as Premises set forth in Paragraph 1514, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest (third party interest) and penalties, costs and expenses including reasonable attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentBasic Rent, and (d) All prorated costs and expenses related to the Ardenwood Technology Park Property Owners’ Association as set forth in Paragraph 43 (“Association Dues”). Notwithstanding anything to the contrary above, on the Commencement Date, Tenant shall also pay during the Basic Rent Abatement Period one hundred percent (100%) of all utilities, including electric and gas (PG&E), garbage and water charges (Alameda County Water District), and supplemental tax bills related to the installation of the Interior Improvements and the Other Tenant Improvements to be constructed by Tenant. The Additional Rent due hereunder shall be paid to Landlord or Landlord's ’s agent (i) within five ten (10) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice and appropriate supporting information from Landlord or Landlord's ’s agent setting forth for such Additional Rent and in no event earlier than thirty (30) days before the related payment is due to the respective agency and/or entity (notwithstanding anything to the contrary herein, Landlord shall not be required to submit ongoing monthly statements to Tenant reflecting amounts owed as Additional Rent) and/or (ii) at the option of Landlord, which option as related to taxes and insurance may only be elected if Tenant has been in default with respect to the terms of this Lease after the expiration of applicable cure periods within the immediately preceding twelve (12) calendar months, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled (i) within 120 one hundred twenty (120) days of the end of each calendar year and (ii) within 120 days after the Termination Date (or as soon thereafter as reasonably possible if, for whatever reason, the Landlord cannot complete the reconciliation within said 120 day periods) or more frequently if Landlord so elects to do so at Landlord's ’s sole and absolute discretion, discretion as compared to Landlord's ’s actual expenditure for said Additional Rent items. In the event of any underpayment by Tenant of Additional Rent items, with Tenant paying shall pay to Landlord, upon demandwithin thirty (30) days of Tenant’s receipt of an invoice from Landlord, any amount of actual expenses expended by Landlord in excess of said estimated amount. In the event of any overpayment by Tenant, or Landlord crediting shall credit any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items to Tenant (providing provided Landlord may withhold any portion thereof and credit Tenant is not in to cure Tenant’s default in the performance of any of the terms, covenants and conditions of this Lease. Within thirty (30) any amount days after receipt of estimated payments made Landlord’s reconciliation, Tenant shall have the right, at Tenant’s sole expense, to audit, at a mutually convenient time at Landlord’s office, Landlord’s records specifically limited to the foregoing expenses. Such audit must be conducted by Tenant in excess or Tenant’s agent, who shall be a Certified Public Accountant, or an independent regional or nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Tenant shall submit to Landlord a complete copy of Landlord's actual expenditures for said Additional Rent items. The respective obligations of audit at no expense to Landlord and a written notice stating the results of said audit, and if such notice by Tenant under this paragraph shall survive and the expiration or other termination of the term of this Leaserespective audit reveals that Landlord has overcharged Tenant, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar yearaudit is not challenged by Landlord, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates amount overcharged shall be determined credited to Tenant’s account within thirty (30) days after completion of Landlord’s review and settled on approval of said audit. The audit rights of Tenant under this Paragraph 4.D are granted for Tenant’s personal benefit and may not be assigned or transferred by Tenant, either voluntarily or by operation of law, in any manner whatsoever except to a Permitted Transferee. Provided Tenant obtains Landlord’s written consent to (i) an assignment to a Permitted Transferee, as referenced in Paragraph 18.E (“Assignment and Subletting: Permitted Transfers”) and/or (ii) an other assignment, said audit rights may be assigned by Tenant; however, the basis audit rights shall only be applicable to the period that commences after the date of assignment and/or merger to a Permitted Transferee and/or other Landlord approved assignment as the statement case may. Notwithstanding anything to the contrary herein, no subtenant shall have any right to conduct an audit of Landlord’s books and/or records. Landlord shall, upon request by Tenant, provide Tenant with copies of individual invoices related to the foregoing actual Additional Rent expenses, either by facsimile or by U.S. mail; however, in no event shall Landlord be obligated to provide duplicate copies of any invoice or other Lease documentation to Tenant and/or Tenant’s representative (if any) for such calendar year and shall be prorated in the proportion which the number an audit of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Tenant’s records outside of Landlord’s office.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five (5) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums and deductibles relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent, and (d) all prorated costs and expenses related to the Ardenwood Property Owners' Association as set forth in Paragraph 53. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, 3.1 Tenant shall be responsible to pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of hereunder all Taxes relating to the Complex as set forth in Paragraph 12taxes, and (b) Tenant's proportionate share of all insurance premiums relating to the Complexcosts, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs maintenance, and expenses, which Tenant is required to pay hereunder, operational expenses associated with the Demised Premises together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, penalties that may accrue thereto thereon in the event of the Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which the Landlord may incur by reason of any default of the Tenant or failure on the Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid , except those specifically allocated to Landlord or Landlord's agent (i) within five days for taxes under Article 5 of this Lease. Therefore, and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) without limitation, commencing at the option of LandlordEffective Date, Tenant shall continue to pay to Landlord monthlyOne Hundred percent (100%) of the total costs of the following items, herein called “Additional Rent”: A. All real estate taxes on the land, as more fully described on Schedule “B” attached hereto and made a part hereof (the “Land”), site improvements and the Building comprising the Demised Premises. Said real estate taxes shall include all real estate taxes and assessments that are levied upon and/or assessed against the Demised Premises, including any taxes which may be levied on rents, except that as to assessments, Landlord shall elect to pay same over the longest period permitted by law and only the current year’s installment, including interest, shall be added into Tenant’s calculation. In addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in advanceappealing taxes and/or assessments on Demised Premises, including reasonable legal fees, expert witness fees and other proper costs but Tenant will not be liable to pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If any such appeal is successful, any recovery net of such expenses shall be credited (proportionately) to Tenant's prorata share ’s obligation hereunder. Except during the final three (3) years of the then Term, Tenant shall have the right to appeal tax assessments on the Demised Premises at Tenant’s sole cost and expense; and if any such tax appeal is unsuccessful or if it results in an amount estimated increase in real estate taxes, Tenant shall bear all such costs, attorneys fees and tax increases during the Term. Notwithstanding the foregoing, the foregoing taxes shall specifically exclude income taxes assessed against the Landlord, franchise taxes, estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the Land, any late fees, penalties or interest with respect to the payment of any such taxes, and any income, profits or revenue tax. Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment. B. All premiums and deductible costs paid by Landlord for the Demised Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below). C. All costs incurred by Landlord pursuant to this Lease to maintain, repair and replace exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas including driveways, sidewalks and curbs (including snow and ice removal from parking and exterior loading areas and sidewalks) and site drainage facilities and other areas within the Land which are not the responsibility of Tenant to maintain, repair and replace under this Lease. There shall also be Landlord's approximate average included any parking charges, utilities surcharges, COAH development fees or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the expansion, renovation, use or occupancy of the Demised Premises or the Parking Lot by or on behalf of Tenant (as defined in Article 43 below) from and after the Effective Date. Any and all such replacement costs shall be amortized over the useful economic life of such improvements. D. On or about the Effective Date, Landlord shall submit to Tenant a statement of the anticipated monthly expenditure for such Additional Rent itemsfor the period between the Effective Date, which estimated amount and the following December 31, and Tenant shall be reconciled within 120 days pay this Additional Rent on a monthly basis concurrently with the payment of the end Fixed Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each calendar year or more frequently if (commencing in 2010), Landlord so elects shall use its best efforts to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said give Tenant a statement showing the total Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by for the Demised Premises for the prior calendar year (an “Operating Expense Statement”). Landlord in excess of said estimated amount, or Landlord crediting shall also submit to Tenant by separate invoice not less often than annually a statement documenting any charges relating to the Private Communications Ductbank (providing described in Section 32.2 below), and Tenant is not shall pay its proportionate share thereof within thirty (30) days after presentation thereof. E. In the event the total of the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in default a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the difference between the total previous monthly payments made in the performance then calendar year and the total of any of monthly payments calculated as Additional Rent based on the terms, covenants and conditions of this Lease) any amount of estimated payments made prior year’s experience. Any overpayment by Tenant in excess of Landlord's actual expenditures for said shall be credited towards the Fixed Rent and/or Additional Rent itemsnext coming due. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar the prior year and shall be prorated in used for purposes of calculating the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54anticipated monthly

Additional Rent. Beginning with the commencement date of Commencement Date (with regards to the term of this Lease1020 Space) and beginning with the 1060 Additional Rent Commencement Date (with regards to the 1060 Space), Tenant shall pay to Landlord the following, in addition to the Basic Rent and as Additional Rent, whether or not the same to be designated as such, and Additional Rent shall be included in the followingterm “rent” wherever used in this Lease; and, unless another time shall be expressly provided for the payment thereof, all rent and Additional Rent shall be due and payable together with the next succeeding installment of Basic Rent; and Landlord shall have the same remedies for failure to pay the same as for a nonpayment of Basic Rent: (a) Tenant's ’s proportionate share of expenses for the operation, management, maintenance and repair of the building(s) (including common areas of the building(s)) in which the Premises are located and Common Areas of the Complex as set forth in Article 7, and (b) Tenant’s proportionate share of all utilities relating to the building(s) in which the Premises are located as set forth in Article 11, and (c) Tenant’s proportionate share of all Real Property Taxes relating to the Complex as set forth in Paragraph Article 12, and (bd) Tenant's ’s proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph Article 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (de) All charges, costs and expenses, expenses which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses expenses, including attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata ’s proportionate share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. If the 1060 Building does not have at least one hundred percent (100%) of the rentable area thereof occupied at all times during any calendar year period during the demised term, then the variable portion of all charges, costs and expenses which Tenant is required to pay herein (including expenses for the operation, management, maintenance and repair of the 1060 Building [including common areas of the 1060 Building] and Common Areas of the Complex, all utilities relating to the 1060 Building and the Complex, and all Real Property Taxes and insurance premiums relating to the Complex) (herein, the “Operating Expenses”) for such period shall be deemed to be equal to the total of the variable portion of such Operating Expenses which would have been incurred by Landlord if one hundred percent (100%) of the rentable area of the 1060 Building had been occupied for the entirety of such calendar year with all tenants paying full rent, as contrasted with free rent, half rent or the like. Tenant’s payment for such Additional Rent as of the commencement of the term of this Lease shall be Twenty Two Thousand Dollars ($22,000.00) per month with respect to the 1020 Space and Eleven Thousand One Hundred Dollars ($11, 100.00) per month with respect to the 1060 Space. The respective obligations of Landlord and Tenant under this paragraph Article shall survive the expiration or other termination of the demised term of this Lease, and if the demised term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the demised term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Landlord shall endeavor to provide Landlord’s reconciliation statement for the final year of the demised term of this Lease to Tenant no later than one hundred eighty (180) days following the expiration of the last fiscal year of the demised term of this Lease.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) Lease)in which case Landlord shall credit such amount towards cure of Tenant's default and, once default is cured, return any balance to Tenant any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this LeaseCommencement Date, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's proportionate share ’s Proportionate Share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant’s Proportionate Share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b3) Tenant's proportionate share ’s Proportionate Share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c4) Tenant's proportionate share ’s Proportionate Share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' reasonable attorney’s fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. Landlord shall provide the annual reconciliation by April 1 of the following year. Tenant shall have the right, during Landlord’s regular business hours and on reasonable prior notice, to inspect, at the location of Landlord’s accounting records, Landlord’s books and records regarding Additional Rent for the expense year to which the annual reconciliation relates. The inspection of Landlord’s books and records may be conducted by Tenant’s employee or a reputable certified public accountant (i.e., a member of a reputable, independent, nationally or regionally recognized certified public accounting firm, who has experience reviewing financial operating records of office building landlords; provided that such accountant is not retained by Tenant on a contingency fee basis). If such inspection reveals that the amount of Additional Rent billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the inspection, without interest. All costs and expenses of the inspection shall be paid by Tenant unless the final determination in the arbitration is that Landlord overstated Additional Rent by more than five percent (5%) for the applicable expense year, in which case Landlord shall pay all costs and expenses of the arbitration. Landlord shall maintain its accounting records of Additional Rent for at least three (3) years following the expiration or earlier termination of this Lease. Tenant’s payment for such estimated Additional Rent as of the commencement of the Term of this Lease shall be Twenty Nine Thousand Nine Hundred Fifty Two and 36/100 ($29,952.36) Dollars per month ($1.14 x 26,274 s.f. = $29,952.36). Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54The following square footages are stated for reference: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Building I) 155,489 s.f. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Building II) 172,185 s.f. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Building III) 66,426 s.f. Total square footage 394,100 s.f. Tenant’s percentage occupancy is therefore as follows: Percent of Building IIII 26,274 ÷ 66,426 = 39.5538% Percent of Complex 26,274 ÷ 394,100 = 6.6668% In no event shall any re-measurement of the Premises, Building and/or Complex increase Tenant’s pro-rata share of Additional Rent during the term.

Additional Rent. Beginning with Prior to the commencement date of each Lease Year --------------- (except the Base Services Year) during the term hereof, Landlord shall furnish Tenant a written statement of the Estimated Costs Allocable to the Premises for such Lease Year and a calculation of the portion of Estimated Costs Allocable to the Premises payable by Tenant as Additional Rent in accordance with this Section. In advance of or before the first day of each month during the term hereof commencing on the first day of this Leasethe first Lease Year following the Base Services Year, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent for each month during each such Lease Year: one-twelfth (1/12th) of the following: (a) Tenant's proportionate share of all Taxes relating amount, if any, by which the Estimated Costs Allocable to the Complex as set forth in Paragraph 12Premises exceed the Base Amount. If at any time or times during any such Lease Year, and (b) Tenant's proportionate share of all insurance premiums relating it appears to Landlord that the Estimated Costs Allocable to the ComplexPremises will vary from Landlord's estimate by more than five percent (5%) on an annualized basis, as set forth in Paragraph 15Landlord may, and (c) by written notice to Tenant's proportionate share of expenses , reasonably revise its estimate for such Lease Year and the operation, management, maintenance and repair portion of the Building (including common areas of the Building) and Common Areas of the Complex in which Estimated Costs Allocable to the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment payable by Tenant as Additional Rent as provided herein for such Lease Year shall be accordingly adjusted based on such revised estimate. Notwithstanding the foregoing, Landlord hereby abates and forgives the payment of Additional Rent Landlord shall have all pursuant to this ARTICLE 9 during the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent first twelve (i12) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days months of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Lease Term.

Additional Rent. Beginning with the commencement date of the term of this Lease, . Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas area of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five (5) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional additional Rent and/or (ii) at the option of Landlord, . Tenant shall pay to Landlord monthly, in advance, Tenant's prorata prorate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent itemsItems, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of for the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Leaselease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding pricing such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in In addition to the Basic Rent and Base Rent, Tenant agrees to pay as additional rent (the “Additional Rent the following: (aRent”) Tenant's proportionate its pro rata share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share Landlord’s expenses of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses management fees for the operationBuilding, managementBuilding casualty and other insurance, common area utilities and common area maintenance and repair charges for the portions of the Building accessible and available to all tenants, subject to limits and controls hereinafter described (including common areas of “Operating Expenses”), provided, however, that the Building) and Common Areas of the Complex in which the Leased Premises are located as set forth in Paragraph 7, and (d) All intended to be primarily free-standing with minimal common charges, . Operating Expenses shall not include capital costs and expenses, which as defined by Generally Accepted Accounting Principles (“GAAP”), but shall include an annual allocation, not to exceed One-Half Percent (0.5%) of the gross annual rentals at the Building, to repair and replacement reserves during the Term, Management fees for the Building shall not exceed. Three Percent (3%) of the gross annual rents generated by the Building while the Building is managed by Phoenix Management Company, In the event the Building is managed by another company unrelated to the Landlord, the management fee shall not exceed Four Percent of the gross annual rents generated by the Building. Landlord and Tenant is required agree that water and sewer charges will be separately metered to the Leased Premises and will not become part of the Operating Expenses; provided, however, that all cost and expense related to separate metering of water and sewer shall be the responsibility of the Landlord. Tenant shall begin paying its pro rata share of Operating Expenses on the Rent Commencement Date. Failure of Tenant to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's any sums required hereunder shall be deemed as a failure to pay such amounts, rent. Landlord shall estimate the Operating Expenses and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure shall provide notice thereof at least annually on Tenant's part to comply with the terms anniversary of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder Said estimated Operating Expenses shall be paid payable in advance on the day that Base Rent is due in installments equal to Landlord or Landlord's agent (i) within five days for taxes and insurance 1/12 of the estimated Operating Expenses. Each year during the Lease Term and within thirty the ninety (90) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of next following the end of each calendar year year, Landlord agrees to furnish to Tenant an itemized reconciliation statement in reasonable detail setting forth the total costs included as Operating Expenses for the preceding calendar year. Based on said itemized statement Landlord shall determine Tenant’s total actual Operating Expenses for such preceding year, and shall make adjustments for underpayment of Tenant’s pro rata share of said Operating Expenses, which underpayment Tenant shall pay with Tenant’s next monthly payment of Tenant’s pro rata share of said Operating Expenses, and for overpayments of Tenant’s pro rata share of said Operating Expenses, which overpayment shall be credited against Tenant’s next monthly payment(s) of Tenant’s pro rata share of said Operating Expenses until such overpayment is exhausted. Payments of additional rent received more than five (5) days after the due date may be subject to a late payment penalty equal to 2% of the payment amount for each month the payment is late. ▇▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇▇▇▇ ▇▇ responsible for all Operating Expenses of the Building which contains said units and Landlord shall send the invoices to Unit 1. Real estate taxes shall be paid in accordance with Section 9 herein. Notwithstanding the foregoing, Operating Expenses shall not include any of the following; the cost of capital improvements (defined as a repair or more frequently if improvement having use of life greater than five (5) years or expenditures that are deemed capital under GAAP); expenses for painting, redecorating, or other work which Landlord so elects to do so at Landlord's sole and absolute discretionperforms for any tenant in the Building; any expense which is payable by fewer than all the tenants of the Building; interest, as compared to Landlord's actual expenditure for said Additional Rent itemsamortization, with Tenant paying or other payments on loans to Landlord, upon demandwhether secured or unsecured; depreciation of the Building or other said improvements; ground rent; salaries, wages or other compensation paid to any amount employee above the grade of actual building superintendent or building manager, including all officers or executives of Landlord; and income, excess profits, or franchise taxes or other such taxes imposed on or measured by the income of Landlord from the operation of the Building; any expenses expended relating to the replacement of any item if such replacement is covered under warranty; any reserves; any costs for which is or is to be reimbursed by Landlord proceeds of insurance or condemnation or by any other third party source, other than payments by other tenants on account of the Operating Expenses; any portion of any cost or expense related to use of any common service or utility that includes other tenant or occupant use in excess of said estimated amountnormal and customary office use levels; any charges for general administration or overhead; any costs relating to leasing, lease enforcement or procuring tenants, including attorneys’ fees, leasing commissions, advertising costs, space planning, buy-outs, contributions, tenant improvement expenses, and costs to construct any tenant alterations or improvements in connection with the preparation of a space for a new tenant or the renovation of any space for an existing tenant, and any expenses incurred to resolve disputes, enforce or negotiate lease terms with prospective or existing tenants; any costs relating to financing, refinancing or modifying any mortgage or lien on the Building or any portion thereof, and any costs relating to any other indebtedness, including, without limitation, interest, principal payments, late payment fees or penalties, legal fees, commissions, title insurance premiums, points, survey expense, appraisal, environmental report, or engineering report; any penalty or fine or cost incurred by Landlord crediting due to Tenant (providing Tenant is not in default in the performance its violation of any law; any interest or penalties assessed against Landlord for late payment by of any of the termsOperating Expenses or Real Estate Taxes; any cost relating to sculptures, covenants paintings and conditions other objects of this Leaseart; any cost to repair and/or replace any construction defects or design defects in the Building; any costs relating to advertising, marketing and promotional events; legal fees; the cost of cleanup/remediation of any hazardous waste or hazardous substance, and all other costs of complying with any environmental law, ordinance, regulation, decree or order; and costs of any repairs, restoration or other work attributable to a fire, windstorm or other casualty or to a condemnation, other than those costs equal to a commercially reasonable insurance deductible. Supplementing the foregoing, (1) to the extent any person whose wage, salary, fringe benefits and taxes (payroll and workers’ compensation, etc,) are included in the Operating Expenses does not devote his/her entire time to the Building, then said wage, salary, fringe benefits and other items shall be included only in proportion to the amount of estimated payments made time spent with respect to the Building, and (ii) if any service is provided by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations an affiliate or subsidiary of Landlord and Tenant under this paragraph shall survive or the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar yearmanaging agent, the actual Additional Rent incurred for cost included in the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent Operating Expenses for such calendar year service shall not exceed the reasonable and shall be prorated in customary cost charged by an independent third party performing the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54same services.

Additional Rent. Beginning with In addition to the commencement date payment of the term of this LeaseMinimum Rent, Tenant shall pay to Landlord in addition to the Basic Rent and Landlord, as Additional Rent the following: (a) additional rent, "Tenant's proportionate share Share" of all Taxes relating "Landlord's Operating Costs" estimated to be $1.60/sf for the Complex as set forth in Paragraph 12year 2000, and (b) capped at 4% per annum. "Tenant's proportionate share Share" shall be a fraction the numerator of all insurance premiums relating to which shall be the Complexnumber of square feet within the Leased Premises, as set forth in Paragraph 15which on the Commencement Date is approximately 12,947 rentable square feet, and (c) Tenant's proportionate share and the denominator of expenses for which shall be the operation, management, maintenance and repair number of leasable square feet within the Town Center. The leasable area of the Building (including common areas Town Center may increase or decrease from time to time and in that event, the denominator shall be adjusted. At such time as the Leased Premises is increased, the numerator shall be increased accordingly. "Landlord's Operating Costs" shall be the cost and expense of operating and maintaining the Building) and Common Areas of and common facilities (whether or not located on land within the Complex Town Center provided the land is used in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply conjunction with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (iTown Center) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated a manner deemed by Landlord to be reasonable and appropriate and for the best interests of the Town Center including, without limitations: all costs and expense of operating, heating, cooling and ventilation, repairing, lighting, cleaning, painting, striping, policing and security, information center, community rooms, holiday decor, garbage and trash removal, insurance, including liability insurance for personal injury, death and property damage, insurance against fire, theft or other casualties, workmen's compensation insurance covering personnel, fidelity bonds for personnel, insurance against liability for defamation and claims of false arrest occurring in and about the common facilities area, plate glass insurance for glass serving the common facilities area, removal of snow, ice, and debris, regulation of traffic, costs and expense of inspecting and depreciation of machinery and equipment used in the operation and maintenance of the common facilities and personal property taxes and other charges incurred in connection with such equipment, costs and expense of replacement of paving, curbs, walkways, landscaping, drainage, pipes, ducts, conduits and similar items, and lighting facilities, costs and expense of planting, replanting and replacing flowers and shrubbery and planters, real estate taxes and special assessments applicable to common facilities and land underlying same within the Town Center (in the absence of separate assessments for common facilities, real estate taxes may, in Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, be apportioned between common facilities and rental areas on a square foot basis), costs and expense of providing Building Services (as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord defined in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions Section 4(a) of this Lease), cost and expense for the rental of music program services and loudspeaker systems, including furnishing electricity therefor, the costs and expense of providing Landlord repairs (as provided in Section 5(a) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease), and if administrative costs equal to twenty (20%) percent of the term hereof total cost of operating and maintaining the common facilities. Landlord Operating Costs shall expire not include insurance or shall otherwise terminate on a day depreciation (other than the last day insurance and depreciation as above specified and in no event shall Tenant be charged more than once for any item of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54expense).

Additional Rent. Beginning with Tenant assumes and agrees to pay and discharge, in addition to Minimum Rent, all costs, expenses and other amounts, liabilities and obligations relating to the commencement date of the term Premises, including, without limitation, each and all thereof which Tenant expressly assumes or agrees to pay or discharge pursuant to Section 10 and all other provisions of this Lease, together with every fine, penalty, interest and cost which may be added for nonpayment or late payment thereof, all of which shall constitute additional rent hereunder (herein called "Additional Rent"). Anything in the preceding sentence to the contrary notwithstanding, Tenant shall pay not be obligated to pay, and Additional Rent shall not include, (i) any principal, interest or other amount payable by Landlord to any Mortgagee, as such, (ii) any fine, penalty, interest or cost referred to in addition the preceding sentence to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share extent arising out of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of TenantLandlord's failure to pay apply to payment of Taxes and insurance premiums amounts received by Landlord from Tenant for such amountspurposes pursuant to Section 11, (iii) any costs or expenses payable for services provided to or for the Premises attributable to the periods of time prior to the Commencement Date and all damagesafter the expiration or termination of the Term, reasonable costs and expenses which or (iv) any amounts owing in respect of any Retained Obligation or in respect of breach by Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Leaseany Retained Obligations. In the event of nonpayment any failure by Tenant of to pay or discharge any Additional Rent owing to Landlord, Landlord shall have all the rights rights, powers and remedies with respect thereto as Landlord has for provided herein or by law in the case of nonpayment of rentMinimum Rent. Tenant also covenants to pay to Landlord on demand, as Additional Rent, a late charge in an amount equal to five percent (5%) of the amount then due on all installments of Minimum Rent not paid within five (5) Business Days after the date when due. The actual amount of Landlord's administrative expenses arising by reason of a late payment will be difficult to ascertain and the parties agree that the late charge as calculated above is a reasonable estimate thereof and is not a penalty. Tenant further covenants to pay to Landlord on demand, as Additional Rent, interest at the per annum rate of interest equal to one percent (1%) plus the "prime rate" as reported by the Wall Street Journal, or at the maximum rate permitted by applicable law, whichever is less, on all Minimum Rent and Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes from the date due until such amount is paid in full and insurance and within thirty days for all other Additional Rent items after presentation of invoice from received in good funds by Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at its designee. If the option Wall Street Journal discontinues publication or publication of Landlord, Tenant "prime rate," then Landlord shall pay to Landlord monthly, substitute a comparable prime rate published in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54comparable publication.

Additional Rent. Beginning with The Tenant will also pay, without notice, and without abatement, deduction, or setoff, except as otherwise specifically allowed herein, as additional rent, all sums, taxes, assessments, costs, expenses, and other payments which the commencement date Tenant in any of the term provisions of this Lease, Tenant shall pay Lease assumes or agrees to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12pay, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amountsany nonpayment thereof, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have (in addition to all other rights and remedies) all the rights and remedies with respect thereto as Landlord has for provided herein or by law in the case of nonpayment of rent. The As Additional Annual Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay a sum equal to Landlord monthly, in advance, Tenant's prorata share twenty-five percent (25%) of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure the Adjusted Net Cash Flow commencing with the first day the Tenant Improvements open for such Additional Rent items, which estimated amount business. The Tenant shall be reconciled calculate Adjusted Net Cash Flow for each Current Year within 120 forty-five (45) days of after the end of each calendar year the Current Year (or more frequently if portion thereof) and provide that calculation, and pay to the Landlord so elects to do so at Landlord's sole and absolute discretionthe Additional Annual Rent, as compared to Landlord's actual expenditure for said within sixty (60) days after the end of the Current Year. Additional Annual Rent itemsshall continue until this Lease expires. Adjusted Net Cash Flow is Gross Revenues less Total Expenses, with Tenant paying to Landlord, upon demand, any less the total amount of actual capital expenses expended by Landlord for furniture, fixtures, and equipment for the Tenant Improvements in excess of said estimated amountthe aggregate amount expended from any reserve during such year. Tenant agrees to allow City Representative, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any after submission of the terms, covenants and conditions calculations of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Annual Rent for such calendar year year, to review and audit Tenant’s books and records for compliance with Tenant’s obligations hereunder. If an audit by the City reveals a material understatement of the amount due the City, then Tenant shall be prorated in pay all reasonable costs of such audit by an independent certified public accountant of reputable standing. In making the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54calculations required hereunder, Tenant and City shall apply generally accepted accounting principles, consistently applied.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses expenses, including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five (5) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 one hundred twenty (120) days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord as "additional rent" --------------- Tenant's Percentage Share of the amount of any increase in addition Direct Expenses incurred in any Comparison Year over Direct Expenses incurred in the Base Year. Landlord shall endeavor to give to Tenant on or before the first day of March of each year following the Base Year a statement of the additional rent payable by Tenant hereunder, but failure by Landlord to give such statement by said date shall not constitute a waiver by Landlord of its right to require payment of such amount. Upon receipt of the statement, Tenant shall pay in full Tenant's Percentage Share of the total amount of the increase, if any, due for the past year. In addition, unless Landlord reasonably estimates that the amount of any increase in Direct Expenses for the succeeding Comparison Year over the Direct Expenses for the Base Year will differ, an amount equal to any such increase shall be divided into twelve (12) equal monthly installments and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following the receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the Basic Rent and as Additional Rent month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses regular monthly rent payments for the operation, management, maintenance balance of that calendar year and repair of shall continue until the Building (including common areas of the Building) and Common Areas of the Complex next Comparison Year's statement is rendered. If a greater increase in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto Direct Expenses occurs in the event next or any succeeding Comparison Year, then upon receipt of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice a statement from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay a lump sum equal to Landlord monthly, in advance, Tenant's prorata share Percentage Share of an amount such total increase in Direct Expenses, less the total of the monthly installments of estimated increases paid in the previous calendar year by Landlord Tenant; and the estimated monthly installments to be paid for the next year, following said Comparison Year, shall be adjusted to reflect such increase. If in any Comparison Year the total of the estimated payments of Tenant's Percentage Share of the increase in Direct Expenses is less than the amount owed, then upon receipt of Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demandstatement, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments overpayment made by Tenant in excess on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Landlord's actual expenditures Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for said Additional Rent itemsthe most recent Comparison Year. The respective obligations of Landlord and Tenant under If this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of Lease terminates during a calendar year, the actual Additional Rent incurred rental adjustment shall be payable for the portion of the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated included in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Lease term.

Additional Rent. Beginning with the commencement date of the term of this LeaseCommencement Date, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's proportionate share ("Tenant's Share") as specified in Paragraph 1.F, of all Real Property Taxes relating to the Complex Complex, as set forth in Paragraph 1214, and (b2) Tenant's proportionate share Share of all property insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c3) Tenant's proportionate share Share of expenses for the operation, management, maintenance and repair of the Building (including common areas Common Areas of the Building) and Common Areas of the Complex in which the Premises are located located, as set forth in Paragraph 79, and (d4) The sums required to reimburse Landlord for the cost of repairs and maintenance to the Premises, as set forth in Paragraph 12; and 5 (5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including without limitation attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for to nonpayment of rentBasic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five thirty (30) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of an invoice from Landlord or Landlord's agent setting forth such Additional Rent Rent, and/or (ii) at the option of Landlord, Tenant shall pay directly to the designated recipient thereof, as and when such amounts are due, in accordance with statements or invoices presented to Tenant; and/or (iii) at the option of Landlord, to Landlord monthly, in advance, Tenant's prorata share of in an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) applying any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsitems to Basic Rent and/or Additional Rent next becoming due. The respective obligations of Landlord and Tenant under this paragraph Paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof Lease Term shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof Lease Term expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in (a) In addition to the Basic Rent monthly base rent, commencing on the commencement date, Lessee agrees to monthly pay, as additional rent, a forty-four and as Additional Rent the following: 07/100 percent (a44.7%) Tenant's proportionate share of all Taxes relating Property maintenance and operating expenses as hereinafter defined. Lessee shall have no right to withhold, deduct or offset any amount from the Complex as additional rent even if the actual square footage of the premises is less than the approximate square footage of the premises set forth in Paragraph 12, andExhibit B attached hereto. (b) TenantLessee's proportionate percentage share of all insurance premiums relating to the Complex, as Property maintenance and operating expenses set forth in Paragraph 15, and (c) Tenantabove is based upon the Lessee's proportionate share percentage of the Property's maintenance and operating expenses as of the commencement date. The maintenance and operating expenses for the operationProperty shall be computed on an annual basis, managementat the beginning of each calendar year, maintenance and, to the extent such expenses are not fixed or known in advance, shall be estimated by the Lessor for the ensuing year. Lessee shall pay such expenses, as additional rent, throughout the calendar year, in advance, with the monthly base rent, subject to reconciliation and repair adjustment as provided below. Lessor shall notify Lessee of Lessee's share of the Building (including common areas expenses for the coming calendar year as soon as reasonably possible after the beginning of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Leaseeach year. In the event of nonpayment by Tenant of Additional Rent Landlord Lessee's lease term shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord commence or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all end at any other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other time than the last day beginning or end of a calendar year, the actual Additional Rent incurred Lessee's additional rent shall be adjusted prorata for such shortened period. Lessor shall have the right, in the event of unusual or extraordinary maintenance and operating expenses, to assess and collect, as additional rent, either as a one time or continuing charge, additional sums under this Section 3.2 to pay such expenses without affecting the Lessee's liability for the monthly sums hereinabove described. (c) Property maintenance and operating expenses" shall include, without limitation, shall include, without limitation: (i) Lessor's overhead expenses pertaining to the Property and the common areas; (ii) costs of non-structural repairs, line painting, landscaping and irrigation, electricity, maintenance of parking areas, bulb replacement, cleaning up, sweeping and janitorial service; and cost of garbage and refuse removal, and any repairs, improvements or replacements required by law; (iii) costs of any repairs, alterations, modifications, amendments, additions and/or improvements to the Property and/or the premises, not otherwise paid for by any tenant of the Property, necessary, required or appropriate in order to bring the Property and/or the premises into compliance with the requirements, policies and/or procedures of "The Americans with Disabilities Act of 1990," 42 U.S.C. Section 12101 et. seq., and/or any rules and/or regulations promulgated with respect thereto; (iv) all billing, security, management and legal expenses incurred or paid by Lessor relating to the protection, maintenance and operation of the Property, the common areas and/or the premises not separately payable by any other tenant of the Property; (v) any utility charges for the Property, the common areas and/or the premises not separately metered to or paid for by any tenant of the Property; (vi) costs of liability, fire, other property damage, flood, loss of rent, business interruption and other insurance, including any deductibles payable by the Lessor thereunder, which Lessor shall, in its sole discretion, deem necessary and/or appropriate with respect to the premises, the Property, the common areas and/or Lessee and/or Lessee's business, fixtures, equipment, installations and/or operations in the premises, common areas and/or Property; (vii) Lessee's share of the Property's real and personal property taxes and assessments as provided in Section 4.1; (viii) Lessee's share of the Master Lease rent and any other charges or assessments charged to or payable by Lessor under the Master Lease described in Section 17.1 below; and (ix) any other costs which the Lessor shall conclude, in its sole discretion, are reasonable and necessary for maintaining and operating the common areas and/or the Property. (d) A statement of Property maintenance and operating expenses shall be provided annually to Lessee within one hundred twenty (120) days of each calendar year in which end. If the term hereof expires or otherwise terminates maintenance and operating expenses according to such statement shall differ from the expenses estimated by Lessor as provided above, the expenses according to such statement shall be determined deemed correct and settled on an appropriate adjustment shall be made in the basis additional rent by prompt payment by Lessee of any deficiency or, in the event of an excess, an adjustment of additional rent thereafter due to Lessor to provide Lessee with reimbursement over a period of time not to exceed twelve (12) months. Notwithstanding the preceding, however, Lessor's failure to provide Lessee with a statement of the statement Property maintenance and operating expenses by the date provided above shall in no way excuse Lessee from its obligation to pay its pro rata share of actual Additional Rent for the Property maintenance and operating expenses or constitute a waiver of Lessor's right to ▇▇▇▇ and collect such calendar year pro rata share of the Property maintenance and shall be prorated operating expenses from Lessee as provided in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54this Section 3.2.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for of such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning As additional rent, Tenant to pay pro rata share (07.00%) of increases over the Base Year (2008) of real estate and related taxes, and the aggregate cost of maintaining and operating the Building and its common areas. Costs of operating and maintaining the Building will include by way of example rather than limitation, costs of snow and ice removal; maintenance of elevator and elevator equipment if applicable, and parking lot and lighting equipment; cleaning and trash removal; repair and maintenance of storm and sewer system; electricity used in common areas, where applicable; repainting and maintenance of signs and light standards; exterior painting, landscaping, materials and services; management fees; and, insurance (general liability, loss of rent, fire and additional hazard insurance, and other insurance as Landlord deems necessary) which benefit all tenants in the Building. Notwithstanding the foregoing, costs of maintaining and operating the Building will exclude capital improvements, leasing improvements, and tenant improvement work. The first billing for any of these escalation costs will be presented for payment in early 2010 and will be calculated by taking 2009 expenses in excess of the 2008 Base Year Expenses. Sums billed under this paragraph will be due and payable by Tenant within 20 days after receipt of bills from Landlord for the first occurring year, and are to be paid monthly (estimated amount) for subsequent years. The building is approximately 95% occupied. To the best of Landlord’s knowledge no significant tenant plans to vacate the Building in 2008. In addition to the initial billing, Tenant will begin paying 1/12 of this amount toward the 2009 estimated escalation billing. This amount will then be adjusted annually based upon an actual accounting of the completed year’s experience. All sums or some or any of them, may become due by reason of the failure of Tenant to comply with the commencement date of the term terms and conditions of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may suffer or incur by reason of any default of Tenant or failure on by Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if any damages to the term hereof shall expire demised premises caused by any act or shall otherwise terminate on a day other than the last day omission of a calendar yearTenant, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall will be determined and settled on the basis payable within fifteen (15) days after receipt of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54bills from Landlord.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's proportionate share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b3) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c4) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Landlord shall provide Tenant reasonably adequate supportive documentation to the reconciliation. Tenant's payment for such Additional Rent as of the commencement of the term of this lease shall be Six Thousand Six Hundred and 00/000 ($6,600.00) Dollars per month. Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent, pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this LeaseThe Tenant agrees to pay, Tenant shall pay to Landlord in addition as additional rent ("Additional Rent") to the Basic Rent and Landlord, a sum equivalent to its Proportionate Share, as Additional Rent the followingdefined herein, of: (a) Tenant's proportionate share The annual real estate taxes, assessments, and other impositions generally or specifically imposed at any time during the term or any extension of all Taxes relating to this Lease, upon the Complex as set forth in Paragraph 12, Building and land upon which it is situated; and, (b) Tenant's proportionate share The annual cost of all Landlord’s insurance premiums relating to covering the ComplexBuilding against loss or damage by fire or other casualty and such other hazards and risks and in such amounts, and such other coverage and types of insurance as set forth in Paragraph 15, the Landlord may determine; and (c) TenantThe Landlord's proportionate share annual cost of the common area maintenance, including but not limited to landscaping, snow and ice removal, parking area cleaning, restriping, repainting, and repaving, liability insurance, policing, lighting, refuse disposal, cost of illumination and maintenance of signs, utilities not otherwise separately metered and payable by other tenants of the Leased Premises, personal property taxes, supplies, all costs and expenses of enforcing the rules and regulations established by the Landlord for the operationBuilding, management, maintenance and repair of any other reasonable and necessary expenses customary for a Building which are incurred to maintain the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms . For purposes of this Lease, Tenant's proportionate share shall be defined as being _______ (______%) percent ("Proportionate Share"). Tenant shall likewise pay any increase in taxes attributable to any alteration, improvement, or addition made by the Tenant and any tax attributable to any sign of the Tenant. Tenant’s Additional Rent for each year of the Term shall be estimated by Landlord at the commencement of each such year, and shall be payable by Tenant in equal monthly installments as reasonably determined by Landlord. As soon as practicable, but in no event less than annually at the end of each year of the Term, the Landlord will forward to the Tenant an accounting of all actual expenses as provided herein for such year or portion thereof, and Tenant shall, within thirty (30) days of receipt thereof, pay to the Landlord any deficiency between the estimated amount paid and the actual incurred charges. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all has paid the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said the actual expenses as provided herein for such year or portion thereof, such excess shall be applied to the Tenant’s proportionate share of Additional Rent for the immediately following year and such amount of excess payment shall be confirmed by the LANDLORD, in writing, to the TENANT within thirty (30) days of such accounting. The estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in Additional Rent for the performance of any first year of the terms, covenants Term is __________________________ and conditions of this Lease____/100 ($____________) any amount of estimated payments made Dollars. It is agreed by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of both Landlord and Tenant under this paragraph shall survive that the expiration or other termination of the term intent of this LeaseLease is to be an absolute net lease and that the Tenant shall share proportionately in any and all taxes, insurances, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54common area maintenance charges.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the he Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, expenses which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, expenses that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason means of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items items, after presentation of invoice from Landlord or Landlord's agent agent, setting forth such Additional Rent and/or (ii) at the option of Landlord, Landlord Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year year, or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual accrued expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, Lease and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsitems (however, if Tenant is in default of said Lease and the default can be cured by applying the credit or a portion thereof to cure the default, the remaining balance (if any) of said credit shall be applied to Tenant's account). Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with In addition to the commencement date of the term of this LeaseBase Rent, Tenant shall pay to Landlord as Additional Rent, in addition the manner provided for in the section identified as Operating Costs Budget in Section 4 below, in United States dollars, during the Lease Term, and any extensions or renewals thereof, whether by operation of law or otherwise, Tenant’s Pro Rata Share (defined below) of all Operating Costs (also referred to as “Common Area Maintenance Charges” or “CAM”) which are estimated to be $3.67 per square foot for Year 1 of the Lease Term relating to the Basic Building and the Premises. For purposes of this Lease: (i)”Tenant’s Pro Rata Share” shall be the percentage which the leasable square footage of the Premises bears to the total leasable square footage of the Building, which Landlord and Tenant agree is, at the time of this Lease, 1.3231 percent; (ii) Base Rent and as Additional Rent shall be referred to collectively hereinafter as “Rent”; and (iii)”Operating Costs” shall include, but not be limited to, all of the followingfollowing : (a) Tenant's proportionate share of all Taxes real estate taxes and assessments relating to the Complex as set forth Premises and the Building (“Real Estate Taxes and Assessments”) becoming due during the Lease Term, or any taxes which may be levied upon or assessed in Paragraph 12lieu of such taxes or assessments, andbut excluding any penalties or interest payable by reason of failure of Landlord to pay such taxes and assessments, unless such failure results from Tenant’s failure to timely pay Additional Rent to Landlord; (b) Tenant's proportionate share of all expenses relating to all insurance premiums maintained by Landlord relating to the ComplexPremises and the Building including, as set forth without limitation, all-risk/hazard insurance, flood insurance, rent loss insurance, fire and extended coverage insurance, and comprehensive public liability insurance, including umbrella coverage in Paragraph 15, andamounts and with insurance companies acceptable to Landlord; Initial---Landlord: _____ Tenant: _____ (c) Tenant's proportionate share of expenses all bills and charges for the operationcommon utilities such as gas, managementcommon electricity, maintenance water, sewage, trash disposal, and repair of the Building (including common areas of all other utility services consumed or used in connection with the Building) and Common Areas of the Complex in which the Premises . Tenants are located as set forth in Paragraph 7, andresponsible for utilities to their suites; (d) All chargessign maintenance, landscaping and lawn care, and snow removal; (e) maintenance, repair and replacement of the Premises (including but not limited to electrical, plumbing, heating, air conditioning and mechanical equipment and the necessary tools and equipment associated therewith) and any part of the Building and all parking areas and access drives, sidewalks and grounds; (f) reasonable costs of operating personnel including salaries and expensesrelated benefits, which Tenant is required to pay hereunderauditor fees, together with all interest and penalties, costs and expenses including attorneys' attorney fees and legal expensesmanagement fees; (g) all taxes, that may accrue thereto fees, or assessments not described within subparagraph (a) herein, including but not limited to personal property taxes for equipment used to service the Building or fees or assessment charged by any infrastructure authority or owners’ association, but excluding income taxes assessed against and payable by Landlord; (h) all costs incurred in the event maintenance of Tenant's failure a private street or shared access pursuant to pay such amountsany easement, and all damagescovenant, reasonable costs and expenses which Landlord may incur by reason of default of Tenant agreement or failure on Tenant's part to comply restriction running with the terms of this Lease. In land where the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent Building is located; and (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation costs not otherwise specifically set forth for operating, maintaining, repairing and lighting the Common Areas, the service areas, the garbage and refuse disposal facilities, the loading areas and all other non-leasable areas and facilities located in the Building. If any such improvements or expenses to be included as Operating Costs are determined to be capital improvements or expenditures (including but not limited to the replacement of invoice from an air conditioning unit), Landlord shall include in computing Operating Costs for each year only that portion of the cost of such improvement or Landlord's agent setting forth expenditure relating to that year, which shall be equal to the total cost of such Additional Rent and/or (ii) at improvement or expenditure divided by the option number of Landlord, years of the useful life of such improvement or expenditure. The intent of the foregoing is that the Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure only for such Additional Rent items, which estimated amount shall be reconciled within 120 days that portion of the end cost of such improvement or expense which relates to each year during the Term. During any calendar year, or portion thereof in which less that 95% of the total leasable square footage of the Building is leased, Landlord may increase all Operating Costs which vary with the level of occupancy (e.g. common area electricity, gas, water, etc.) for the Building for that calendar year or more frequently if Landlord so elects portion thereof to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in reflect what such Operating Costs would have been had the performance of any Building been fully leased. The intent of the terms, covenants and conditions foregoing is that Tenant shall always be responsible for its Pro Rata Share of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive all such Operating Costs based upon the expiration or other termination ratio of the term of this Lease, and if Operating Costs relating to the term hereof shall expire or shall otherwise terminate on a day other than Premises as to the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54entire Building.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment non- payment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of Commencement Date (with regards to the term of this Lease1020 Space) and beginning with the 1060 Additional Rent Commencement Date (with regards to the 1060 Space), Tenant shall pay to Landlord the following, in addition to the Basic Rent and as Additional Rent, whether or not the same to be designated as such, and Additional Rent shall be included in the followingterm "rent" wherever used in this Lease; and, unless another time shall be expressly provided for the payment thereof, all rent and Additional Rent shall be due and payable together with the next succeeding installment of Basic Rent; and Landlord shall have the same remedies for failure to pay the same as for a nonpayment of Basic Rent: (a) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the building(s) (including common areas of the building(s)) in which the Premises are located and Common Areas of the Complex as set forth in Article 7, and (b) Tenant's proportionate share of all utilities relating to the building(s) in which the Premises are located as set forth in Article 11, and (c) Tenant's proportionate share of all Real Property Taxes relating to the Complex as set forth in Paragraph Article 12, and (bd) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph Article 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (de) All charges, costs and expenses, expenses which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses expenses, including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata proportionate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. If the 1060 Building does not have at least one hundred percent (100%) of the rentable area thereof occupied at all times during any calendar year period during the demised term, then the variable portion of all charges, costs and expenses which Tenant is required to pay herein (including expenses for the operation, management, maintenance and repair of the 1060 Building [including common areas of the 1060 Building] and Common Areas of the Complex, all utilities relating to the 1060 Building and the Complex, and all Real Property Taxes and insurance premiums relating to the Complex) (herein, the “Operating Expenses”) for such period shall be deemed to be equal to the total of the variable portion of such Operating Expenses which would have been incurred by Landlord if one hundred percent (100%) of the rentable area of the 1060 Building had been occupied for the entirety of such calendar year with all tenants paying full rent, as contrasted with free rent, half rent or the like. Tenant's payment for such Additional Rent as of the commencement of the term of this Lease shall be Twenty Two Thousand Dollars ($22,000.00) per month with respect to the 1020 Space and Eleven Thousand One Hundred Dollars ($11,100.00) per month with respect to the 1060 Space. The respective obligations of Landlord and Tenant under this paragraph Article shall survive the expiration or other termination of the demised term of this Lease, and if the demised term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the demised term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Landlord shall endeavor to provide Landlord’s reconciliation statement for the final year of the demised term of this Lease to Tenant no later than one hundred eighty (180) days following the expiration of the last fiscal year of the demised term of this Lease.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's ’s proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's ’s proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's ’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur increase by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's ’s agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's ’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's ’s sole and absolute discretion, discretion as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days says in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this LeaseCommencement Date, Tenant shall pay to Landlord in addition to the Basic Rent and as the following additional amounts (“Additional Rent the following:Rent”): (a1) Tenant's proportionate share ("Tenant's Share") as specified in Paragraph 1.F, of all Real Property Taxes relating to the Complex Complex, as set forth in Paragraph 1214, and (b2) Tenant's proportionate share Share of all property insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c3) Tenant's proportionate share Share of expenses for the operation, management, maintenance and repair of the Building (including common areas Common Areas of the Building) and Common Areas of the Complex in which the Premises are located located, as set forth in Paragraph 79, and (d4) The sums required to reimburse Landlord for the cost of repairs and maintenance to the Premises, as set forth in Paragraph 12; and (5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including without limitation attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentBasic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five ten (10) days for taxes and insurance and within thirty ten (10) days for all other Additional Rent items after presentation of an invoice from Landlord or Landlord's agent setting forth such Additional Rent Rent, and/or (ii) at the option of Landlord, Tenant shall pay directly to the designated recipient thereof, as and when such amounts are due, in accordance with statements or invoices presented to Tenant; and/or (iii) at the option of Landlord, to Landlord monthly, in advance, Tenant's prorata share of in an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) applying any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsitems to Basic Rent and/or Additional Rent next becoming due. The respective obligations of Landlord and Tenant under this paragraph Paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof Lease Term shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof Lease Term expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with Commencing upon the commencement date of the term of this LeaseRent Commencement Date, Tenant shall pay to Landlord all charges and other amounts required to be paid by Tenant under this Lease as additional rent ("ADDITIONAL RENT") including, without limitation, the amounts specified below. Landlord shall have the same remedies for a default in addition the payment of Additional Rent as for a default in the payment of Base Rent. Commencing upon the Rent Commencement Date, Tenant shall pay to Landlord (or pay directly as specified in the Basic Rent and applicable Article of this Lease) as Additional Rent the following: (a) Tenant's proportionate share Building Proportionate Share of all Taxes relating to the Complex Building Operating Expenses, as set forth in Paragraph 12, andSection 10.1; (b) Tenant's proportionate share Complex Proportionate Share of all insurance premiums relating to the ComplexComplex Operating Expenses, as set forth in Paragraph 15, andSection 10.2; (c) Tenant's proportionate share Building Proportionate Share of expenses for the operation, management, maintenance and repair of all utilities provided by Landlord to the Building (including common areas and Tenant's Complex Proportionate Share of the Building) and Common Areas of all utilities provided by Landlord to the Complex in which the Premises are located Common Areas, as set forth in Paragraph 7Article 13; (d) Tenant's Building Proportionate Share of all Real Property Taxes relating to the Building (which include the Building's proportionate share of the Real Property Taxes relating to the Complex Common Areas), as set forth in Article 14; (e) Tenant's Building Proportionate Share of all insurance premiums paid by Landlord and covering the Building, and Tenant's Complex Proportionate Share of all insurance premiums paid by Landlord and covering the Complex Common Areas, as set forth in Article 19; (f) A management fee equal to either two percent (2%) of the Base Rent or, if the Building is managed by a third-party management company, Tenant's Building Proportionate Share of the actual cost incurred by Landlord, not to exceed two percent (2%) of the Base Rent; and (dg) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including including, without limitation, attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, amounts and all damages, damages and reasonable costs and expenses which Landlord may incur by reason of default an Event of Tenant or failure on Default by Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's proportionate share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b3) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c4) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord in Landlord's reasonable judgement based on prior year's expenses to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting promptly refunding to Tenant (providing Tenant is not in default beyond any applicable notice and cure period in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations Landlord shall provide Tenant reasonably adequate supporting documentation to the reconciliation. Landlord's estimate of Landlord the 1999 expense and Tenant under this paragraph shall survive Tenant's payment for such Additional Rent as of the expiration or other termination commencement of the term of this Lease, and if the term hereof lease shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual be six thousand two hundred ($6,200.00) Dollars per month Any payments required to be made by Tenant for Additional Rent incurred shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. For purposes of calculating Tenant's proportionate share of Additional Rent Expenses for the calendar year in Complex it is hereby mutually agreed the proportionate share is 100% because Tenant leases the entire building and the parcel of land upon which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54it is located.

Additional Rent. Beginning with Any rents or other charges not included in Base Rent which Tenant herein expressly or impliedly covenants or agrees to pay howsoever the commencement date same may be denominated shall hereinafter be referred to as “Additional Rent.” Landlord shall have the same rights and remedies as are provided for herein at law or in equity for the nonpayment of Additional Rent as Landlord shall have for the term nonpayment of Base Rent. All taxes, premiums, charges, costs, and expenses which Tenant assumes or agrees to pay under any provisions of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, penalties that may accrue thereto thereon in the event of Tenant's ’s failure to pay such amountsthe same as herein provided, and all other damages, reasonable costs and expenses which Landlord may incur suffer or incur, and any and all other sums which may become due, by reason of any default of Tenant or failure on Tenant's ’s part to comply with the terms agreements, terms, covenants, and conditions of this LeaseLease on Tenant’s part to be performed, and each or any of them, shall be deemed to be Additional Rent. In addition to the event Base Rent, during the term of nonpayment by Tenant of Additional Rent Landlord shall have all the rights this Lease and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord any extension or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlordrenewal hereof, Tenant shall pay all of the following expenses incurred by the Landlord relating to the Premises (collectively, “Operating Expenses”) all costs and expenses of any kind, nature, and description incurred by the Landlord in connection with the maintenance, operation, care and repair of the Building or the Building Site (other than landscaping or grounds-keeping charges) which Landlord determines are desirable for the operation and maintenance of the Building or the Building Site in accordance with the standard maintained in the Euclid, Ohio area for similar buildings and building sites. Tenant shall also reimburse landlord for property taxes and insurance premiums, if paid for by the landlord, when due. The foregoing additional charges and Operating Expenses shall be paid by Tenant to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 thirty (30) days of the end of each calendar year or more frequently if date that Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure submits an invoice for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting such charges to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar yearor, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis due date of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54item if earlier).

Additional Rent. Beginning with (a) Commencing on the commencement date of Commencement Date, and in each calendar year thereafter during the term of this LeaseTerm, Tenant shall pay in advance on a monthly basis to Landlord in addition Landlord, Tenant’s Share of the “Recognized Expenses”, without deduction, counterclaim or setoff, to the Basic Rent extent such Recognized Expenses exceed the Recognized Expenses in calendar year 2010 (“Base Year”). Tenant’s Share is 7.18%, which is 7,342/102,243. Recognized Expenses are (i) all reasonable “Operating Costs and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating Expenses” related to the Complex as set forth in Paragraph 12maintenance, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance operation and repair of the Building Project incurred by Landlord, including but not limited to management fee not to exceed three (including 3%) percent of Rent; common areas area electric; and capital expenditures and capital repairs and replacements shall be included as operating expenses solely to the extent of the Building) and Common Areas amortized costs of same over the useful life of the Complex improvement in which the Premises are located as set forth in Paragraph 7, and accordance with generally accepted accounting principles such useful life not to exceed five (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or years; (ii) at all insurance premiums payable by Landlord for insurance with respect to the option Project and (iii) Taxes payable on the Project. Each of Landlordthe Recognized Expenses shall for all purposes be treated and considered as Additional Rent, Tenant shall pay to Landlord monthlypay, in monthly installments in advance, on account of Tenant's prorata share ’s Share of an Recognized Expenses, the estimated amount estimated of the increase of such Recognized Expenses for such year in excess of the Base Year as determined by Landlord in its reasonable discretion. Prior to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires Lease commences and thereafter for each successive calendar year (each, a “Lease Year”), or part thereof, Landlord shall send to Tenant a statement of projected increases in Recognized Expenses in excess of the Base Year and shall indicate what Tenant’s Share of Recognized Expenses shall be. As soon as administratively available, Landlord shall send to Tenant a statement of actual Recognized Expenses for the prior Lease Year showing the Share due from Tenant In the event the amount prepaid by Tenant exceeds the amount that was actually due then Landlord shall issue a credit to Tenant in an amount equal to the over charge, which credit Tenant may apply to future payments on account of Recognized Expenses until Tenant has been fully credited with the over charge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due, which amount shall be paid in full by Tenant within thirty (30) days of receipt. (b) Operating Costs and expenses shall not include any of the following: (i) Repairs or other work occasioned by fire, windstorm or other insured casualty or by the exercise of the right of eminent domain to the extent of insurance proceeds or condemnation awards received therefor; (ii) Leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property or any part thereof; (iii) Costs incurred by Landlord in connection with construction of the Building and related facilities, the correction of latent defects in construction of the Building or the discharge of Landlord’s Work; (iv) Costs (including permit, licenses and inspection fees) incurred in renovating or otherwise terminates improving or decorating, painting, or redecorating the Building or space for other tenants or other occupants or vacant space; (v) Depreciation and amortization; (vi) Costs incurred due to a breach by Landlord or any other tenant of the terms and conditions of any lease; (vii) Overhead and profit increment paid to subsidiaries or affiliates of Landlord for management or other services on or to the Building or for supplies, utilities or other materials, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a portfolio purchaser; (viii) Interest on debt or amortization payments on any mortgage or deeds of trust or any other borrowings and any ground rent; (ix) Ground rents or rentals payable by Landlord pursuant to any over-lease; (x) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (xi) Costs incurred in managing or operating any “pay for” parking facilities within the Project; (xii) Expenses resulting from the gross negligence or willful misconduct of Landlord; (xiii) Any fines or fees for Landlord’s failure to comply with governmental, quasi-governmental, or regulatory agencies’ rules and regulations; (xiv) Legal, accounting and other expenses related to Landlord’s financing, re-financing, mortgaging or selling the Building or the Project; (xv) Costs for sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building; (xvi) Cost of any political, charitable or civic contribution or donation; and (xvii) Costs that are capital in nature except as provided in subsection 4(a) hereof. (c) Tenant shall be determined have the right, at its sole cost and settled on expense, within ninety (90) days from receipt of Landlord’s statement of Recognized Expenses, to audit or have its appointed accountant audit Landlord’s records related to Recognized Expenses provided that any such audit may not occur more frequently than once each calendar year nor apply to any year prior to the basis year of the statement being reviewed. In the event Tenant’s audit discloses any discrepancy, Landlord and Tenant shall use their best efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration pursuant to the rules and under the jurisdiction of actual Additional Rent for the American Arbitration Association in Philadelphia, Pennsylvania. The decision rendered in such calendar year and arbitration shall be prorated in final, binding and non-appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the proportion which respective parties’ responsibility, shall be divided equally between the number parties. In the event, by agreement or as a result of days in an arbitration decision, it is determined that the actual Recognized Expenses exceeded those claimed by the Landlord by more than ten percent (10%), the actual, reasonable hourly costs to Tenant of Tenant’s audit (including legal and accounting costs) shall be reimbursed by Landlord. In the event Tenant utilizes a contingent fee auditor and Landlord is responsible for the payment of such calendar year preceding auditor, Landlord shall only pay the reasonable hourly fee of such expiration or termination bears to 365. See Paragraph 54auditor.

Additional Rent. Beginning with the commencement date of the --------------- term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All all charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Tenant shall have the right to review Landlord's records, at a time convenient for Landlord at Landlord's office, that are related to Additional Rent changes within 30 days of Tenant's receipt of notice for additional amounts owed. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant (a) The Lessee shall pay to Landlord the Lessor as additional rent its Proportionate Share, as hereinafter defined, of any increase in addition "operating expenses" for the Building and the common areas of the Project attributable to the Basic Rent Building, as identified on Exhibit B (the "Building Common Areas") over the Lessor's actual operating expenses for Calendar Year 1996. The Lessor and as Additional Rent the following: (a) TenantLessee agree that the Lessee's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of operating expenses for purposes of this Paragraph 6(a) and real estate taxes for purposes of Paragraph 6(b) below shall be 12.91 percent. Operating expenses shall include all charges, costs and expenses incurred by the Lessor in connection with the operation, management, maintenance and repair of the Building and the Building Common Areas, including without limitation (including i) the cost of maintenance, electricity and heat for the common areas of the Building) Building and the Building Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or Areas; (ii) the cost of property management for the Building and the Building Common Areas; (iii) the cost of insurance for the Building and the Building Common Areas; (iv) the cost of sewer and water charges for the Building; and (v) the cost of furnishing utilities to the Leased Premises, all other rentable areas of the Building, the common areas of the Building and the Building Common Areas. Operating expenses shall not, however, include (A) the cost of equipment, repairs or improvements properly treated as capital expenditures under generally accepted accounting principles, (B) any charges for depreciation of the cost of construction at the option Building and any improvements, equipment or repairs thereto, (C) any interest paid on any debt of Landlordthe Lessor, Tenant shall pay (D) any cost resulting to Landlord monthlythe Lessor as a result of alterations, upgrades or installations in advancethe Building or any mechanical or other system in or servicing the Building to the extent required by statute, Tenant's prorata share regulation, ordinance adopted or other implemented after the Commencement Date, (E) any rental commissions or brokerage fees paid or payable by the Lessor, (F) any costs or expenses incurred by the Lessor solely for the benefit of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure other tenants of the Building, and (G) any salaries, compensation, fringe benefits or other personnel costs of the Lessor, its partners or other direct or indirect holders of any equity interest in the Lessor, except for such Additional Rent items, which estimated amount shall be reconciled within 120 the cost of property management for the Building and the Building Common Areas. Within ninety (90) days of following the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of during the term of this Lease, and if Lease the term hereof Lessor shall expire or shall otherwise terminate on a day other than furnish to the last day of a calendar year, Lessee the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis Lessor's calculation of the statement amount of actual Additional Rent for such operating expenses during the immediately preceding calendar year and the Lessee's share of such operating expenses. The Lessor's calculations shall be conclusive and binding upon the Lessee in the event that the Lessee fails to object to such calculations within one hundred eighty (180) days following the receipt by the Lessee of the Lessor's calculations, specifying with reasonable specificity in any such objection the reason or reasons why the Lessee objects to the Lessor's calculations. The Lessor and the Lessee agree that during the one hundred eighty (180) day period following the date of delivery by the Lessor to the Lessee of the Lessor's calculation of the amount of operating expenses during the immediately preceding calendar year and the Lessee's share of such operating expenses, the Lessee and its authorized representatives shall have the right to review the Lessor's books and records relating to the calculation of the Lessor's operating expenses at any reasonable time upon reasonable prior notice thereof. (b) The Lessee shall pay to the Lessor as additional rent the Lessee's Proportionate Share of any increase in real estate taxes levied against the Building over the real estate taxes payable during the 1996 fiscal tax year ending June 30, 1996. (c) The Lessee shall pay to the Lessor as additional rent monthly in advance, an amount equal to one-twelfth (1/12) of Lessee's proportionate share of increases in operating expenses and real estate taxes as reasonably estimated by the Lessor in accordance with Paragraphs 6(a) and (b) above. In the event that the additional rent paid by the Lessee as the Lessee's proportionate share of operating expenses and real estate taxes based on the Lessor's estimates is greater or less than the amount actually due (the "Difference") either the Lessor shall pay the Lessee the Difference, or the Lessee shall pay the Lessor the Difference, each within thirty (30) days after the receipt of a request therefor, as appropriate. (d) The additional rent payments described in this Paragraph 6 shall be prorated in the proportion which event that this Lease commences or terminates before the number end of days in such any calendar year preceding such expiration or termination bears to 365. See Paragraph 54fiscal tax year.

Additional Rent. Beginning with the commencement date of the term of this Lease, . Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums and deductibles relating to the Premise, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in In the event of Tenant's fall failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in In advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently frequently, if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in clef cult In the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsItems. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest interests and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term item hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term terms hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this --------------- Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's Tenants failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part failure to comply with the terms of this Lease. In in the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. rent The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata 's, prorate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated estimate amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date In addition to Percentage Rent and all other rent charges reserved hereunder and as part of the term total rent to be paid, Tenant agrees to pay Landlord, commencing on and after the Rent Commencement Date and continuing thereafter throughout the entire Term of the Lease, on a monthly basis in advance, due and payable on the first day of each calendar month without deduction or offset for any reason whatsoever, the amount due as Additional Rent. Without limiting any other provision of this Lease, Tenant shall pay to Landlord in addition to it is expressly understood and agreed that the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of participation in real estate taxes over the Tax Base Year, and all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in other charges which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunderhereunder (excluding only Percentage Rent), together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, penalties that may accrue thereto thereon, shall be deemed to be Additional Rent, and in the event of nonpayment thereof by the Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all of the rights and remedies with respect thereto as would accrue to the Landlord has for nonpayment of rent. The Additional Rent due hereunder Rent. (a) Landlord shall have the right, but shall not be paid required to Landlord do so, to pay such sums or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation do any act which requires the expenditure of invoice from Landlord monies which may be necessary or Landlord's agent setting forth appropriate by reason of the failure or neglect of Tenant to perform any of the provisions of this Lease, and, in the event of the exercise of such Additional Rent and/or (ii) at the option of right by Landlord, Tenant shall agrees to pay to Landlord monthlywithin fifteen (15) days after notice thereof, all such sums as Additional Rent; and if Tenant shall default in advancesuch payment, Landlord shall have the same rights and remedies as Landlord has hereunder for the failure of Tenant to pay rent. Except as forth herein, any obligations of Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared set forth herein (including, without limitation, rental and other monetary obligations, repair obligations, and obligations to indemnify Landlord's actual expenditure for said Additional Rent items), with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other earlier termination of the term of this Lease, and if Tenant shall immediately reimburse Landlord for any expense incurred by Landlord, including Tenant's failure to satisfy any such obligation (notwithstanding the term hereof shall expire or shall otherwise terminate on a day other than fact that such cure might be effected by Landlord following the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or earlier termination bears to 365of this Lease). 5. See Paragraph 54(Intentionally Deleted)

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's ’s agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's ’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) the Lease in which case such amount shall be held by Landlord as a credit for Tenant’s account until such default has been cured any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, . Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or of termination bears to 365. See Paragraph 54

Additional Rent. Beginning with (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the commencement date Term Tenant’s Share of the term sum of this Lease(x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord in addition one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the Basic Rent estimate for such year (and as Additional Rent shall thereafter be payable based on the following:revised estimate). (a3) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and No later than one hundred fifty (b150) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of the Base Year and each calendar year or more frequently if thereafter, Landlord so elects shall furnish Tenant a statement with respect to do so at Landlord's sole such year, showing Operating Costs, Taxes and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent itemsfor the year, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in and the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated total payments made by Tenant in excess with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a waiver of Landlord's actual expenditures for said ’s rights on account of any underpayment by Tenant of Operating Costs, Taxes or Additional Rent items(and Landlord’s rights shall continue in full force and effect). Unless Tenant raises any objections in writing to Landlord’s statement within one year after Tenant’s receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the statement. Any such audit must be performed by a Certified Public Accountant pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The respective obligations parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord and based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than five percent (5%) of what the actual charges should have been, then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Five Thousand Dollars ($5,000.00). Landlord shall not be deemed to be in default under this paragraph Lease as a result of Landlord’s overcharging Operating Costs or Taxes, but Landlord shall refund the amount of any overpayment by Tenant and, if applicable, pay the costs of Tenant’s audit, subject to the terms and conditions more particularly set forth above. The provisions of this Section shall survive the expiration or other earlier termination of the term of this Lease. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and if Tenant shall pay Landlord the term hereof deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall expire be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Tern, Additional Rent shall otherwise terminate be prorated on a day other than the last day basis of a calendar year, 360-day year by computing Tenant’s Share of the actual increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent incurred and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual difference between Tenant’s Additional Rent for such calendar year that year, as finally determined by Landlord, and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54total amount previously paid by Tenant on account thereof.

Additional Rent. Beginning with This Lease is intended by the commencement date of parties hereto to be a so-called “net” lease, to the term of this Lease, Tenant shall pay to Landlord in addition to end that the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share shall be received by Landlord net of all Taxes relating costs and expenses related to the Complex Premises as set forth in Paragraph 12this Lease, and (b) and net of Tenant's proportionate share ’s Share, as hereinafter defined, of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentExpenses. The Additional Rent due hereunder same shall be paid to Landlord commencing on the Early Access Date, and thereafter upon demand as additional rent (sometimes referred to as “Additional Rent”), in the same manner as Basic Rent. Tenant’s Share of the Common Areas of the Building shall at all times be 22.94%, subject to adjustment to the extent that the size of the Premises is reduced as a result of eminent domain, fire, accident, or Landlord's agent casualty. For the purposes hereof, the term “Park” shall mean the Building and those other buildings currently owned by Landlord and numbered 200, 500, 600 and 8▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Landlord shall, in its commercially reasonable discretion, make such allocations as Landlord may deem appropriate of expenses between Common Areas of the individual buildings and those of the Park as a whole. Currently, the Park expenses include the costs of landscaping Research Drive (i) within five days for taxes of which the Building’s share is 16.09%), and insurance the costs of maintaining and within thirty days for all other Additional Rent items after presentation repairing the water booster station serving certain buildings in the Park (of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at which the option of LandlordBuilding’s share is 19.20%). In addition to Common Expenses, Tenant shall also pay as Additional Rent, promptly upon being billed therefor by Landlord, any and all charges, costs, expenses, and obligations as Landlord may from time to Landlord monthlytime incur with regard to the Premises or the operation or maintenance thereof (to the extent not properly included in Common Expenses), except as otherwise expressly agreed in advancethis Lease, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent itemsincluding, which estimated amount shall be reconciled within 120 days without limiting the generality of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretionforegoing, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended reasonable attorneys’ fees incurred by Landlord in excess connection with any subleases and assignments of said estimated amount, or Landlord crediting to this Lease requested by Tenant (providing Tenant is not and in default in connection with the performance enforcement of any rights and pursuit of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations remedies of Landlord and Tenant under this paragraph shall survive Lease (whether during or after the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Term).

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the BuildingBuildings) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses expense; including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated pro rated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date Commencement Date of the term Term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: Initial:________ Multi Tenant/Complex Page 3 of 27 BUILDING: Wesport 17 PROPERTY: 30-0017 UNIT: 4 LEASE ID: 0117-FVCC01-01 (a) Tenant's proportionate share Proportionate Share of all Taxes relating to the Complex and Premises as set forth in Paragraph 1213, and (b) Tenant's proportionate share Proportionate Share of all insurance premiums and deductibles relating to the ComplexComplex and Premises, as set forth in Paragraph 1517, and (c) Tenant's proportionate share Proportionate Share of expenses for the operation, management, maintenance maintenance, and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentRent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent (notwithstanding anything to the contrary herein, Landlord shall not be required to submit ongoing monthly statements to Tenant reflecting amounts owed as Additional Rent) and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled (i) within 120 one hundred twenty (120) days of the end of each calendar year and (ii) within 120 days of the Lease Termination Date (or as soon thereafter as reasonably possible if, for whatever reason, the Landlord cannot complete the reconciliation within said 120 day periods) or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in Landlord may withhold any amount thereof required to cure Tenant's default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsItems. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records specifically limited to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Tenant shall submit to Landlord a complete copy of said audit at no expense to Landlord and a written notice stating the results of said audit, and if such notice by Tenant and the respective audit reveals that Landlord has overcharged Tenant, and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after completion of Landlord's review and approval of said audit. The respective obligations audit rights of Landlord and Tenant under this paragraph Paragraph 4.D are granted for Tenant's personal benefit and may not be assigned or transferred by Tenant, either voluntarily or by operation of law, in any manner whatsoever. In the event that Landlord consents to an assignment under Paragraph 21, the audit rights herein shall survive be void and of no force and effect, whether or not Tenant shall have purported to exercise its right to audit Landlord's records prior to such assignment. Notwithstanding anything to the expiration contrary herein, no subtenant shall have any right to conduct an audit of Landlord's books and/or records. Landlord may if so requested by Tenant, but shall not be required to, provide Tenant with copies of individual invoices related to the foregoing actual expenses, either by facsimile or by U.S. mail; however, in no event shall Landlord be obligated to provide duplicate copies of any invoice or other termination Lease documentation to Tenant and/or Tenant's representative (if any) for an audit of the term Tenant's records outside of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Landlord's office.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses expenses, including attorneys' ; fees and legal expenses, that may accrue thereto in the event of Tenant's Tenants failure to pay such amounts, and nd all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlordlandlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of os an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in n excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and wand if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires express or otherwise terminates shall hall be determined determine and settled settles on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in In addition to the Basic Rent and as Additional Rent the following: (a) Tenantbase rental referred to hereinabove, Lessee will be responsible for additional rent covering Lessee's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12Lessor's expenses for taxes, and (b) Tenantinsurance, and common area maintenance. Lessor will provide Lessee with a written statement of said additional rent calculation reflecting Lessee's proportionate share of same, as soon as reasonably possible after January 1st of each respective lease year or option year. a. Lessee's pro rata responsibility will be calculated comparing the Leased Premises to the over all insurance premiums leasable area of the shopping center. Said responsibility will be a fraction, expressed as a percentage, using the total leasable area of the shopping center as the denominator of the fraction and the total area of Lessee's Leased Premises hereunder as the numerator of the fraction. Sturbridge Village Lease. 1-24-97 Mont▇▇▇▇▇▇ ▇▇▇levision & Entertainment, Inc. b. Additional rent will include all taxes and assessments relating to the Complexshopping center of which the Leased Premises are a part, including any ad valorem on subject property, and will also include Lessor's property and casualty and liability insurance expense as set forth in Paragraph 15it relates to all policies of insurance covering the shopping center and any portions thereof, andand covering all damages, injuries and liability relating thereto, and said additional rent will also include common area maintenance. (c) Tenantc. Common Area Maintenance shall include but are not limited to Lessor's proportionate costs of operating, repairing, lighting, cleaning, maintaining landscaping and plantings, painting, and advertising and promoting the shopping center and all parts and portions thereof d. Lessee's responsibility for its pro rata share of expenses for the operation, management, maintenance and repair each of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, these costs and expenses including attorneys' fees hereinabove outlined will begin effective upon lease commencement and legal expenses, that may accrue thereto in will cover the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole 1997 and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants each and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and every calendar year thereafter but if the leased term hereof shall expire or shall otherwise terminate ends on a day any other date other than the last day of a calendar December of any respective year, then the actual Additional Rent incurred Lessee's responsibility for these charges and expenses will be pro rated through the last date of Lessee's rental responsibility under this agreement in the final year of the lease. The Lessee shall pay its proportionate share in advance based on estimates made by the Lessor from time to time which estimate at the present time for the calendar year in which first Lease Year is $3,750.00 payable at the term hereof expires or otherwise terminates shall be determined and settled on the basis rate of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54$312.50 per month.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: : (a1) Tenant's proportionate share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and and (b3) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c4) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant▇▇▇▇▇▇'s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant▇▇▇▇▇▇'s prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord▇▇▇▇▇▇▇▇'s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Tenant's payment for such Additional rent as of the commencement of the term of this lease shall be Two Thousand One Hundred ($2,100.00) Dollars per month. Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, . Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Tenant shall not pay any portion of Common Area expenses attributable to ground lease payments or mortgage payments or third party tenants.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes related to the Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Complex Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Unless otherwise provided in this Lease, the Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent, and (d) all prorated costs and expenses related to the Ardenwood Property Owners' Associations as set forth in Paragraph 49. The Additional additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata prorated share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Upon request, by Tenant, Landlord shall provide reasonable detail supporting such invoices. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54term

Additional Rent. Beginning with Lessee shall pay, as additional rent above the commencement date Rent set forth in Section 4.1 (the "Additional Rent"), Lessee's pro rata share for all common area maintenance of the term Building attributable to the operation and maintenance of the Building, including snow removal, real estate taxes, levies and special assessments assessed by any governmental authority with respect to the Building, water and sewer charges, the usual and necessary maintenance, repair and replacement (provided such is not a capital improvement or investment, but rather the item is beyond repair in the exercise of reasonable judgment and requires replacement) of the roof, structure, plumbing, electrical and gas components of the Building, the parking area and landscaping adjacent to the Building (collectively "CAM Charges"). CAM Charges do not include replacement of capital improvement or investment items, specific costs billed to specific tenants, management fees, Lessor's responsibilities detailed in Section 6 of this Lease, Tenant shall pay mortgage obligations, including interest now or to Landlord in addition to be paid on the Basic Rent and as Additional Rent Building or the following: (a) Tenant's proportionate share of all Taxes relating to realty on which the Complex as set forth in Paragraph 12Building is located, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair depreciation of the Building or equipment therein, any interest, net income, franchise, capital stock, gift, inheritance, transfer or estate taxes payable by Lessor, executive salaries, or real estate brokers' commissions. Lessee's pro rata share is forty-five percent (including common areas 45%). Any upgrades, replacements involving capital improvements or investments or similar modifications (collectively "Upgrades") to the Building shall not be deemed CAM Charges, and shall be Lessor's sole responsibility and expense; provided, if Lessor believes an Upgrade falls within the CAM Charges, Lessor shall provide 20 days prior written notice with the details of the Building) Upgrade to Lessee, which the parties will use their best efforts to mutually resolve as to the Upgrade and Common Areas the division of responsibilities for its implementation and costs. In the absence of any such resolution, Lessor and Lessee agree to arbitrate the matter in accordance with Section 20 of this Lease. Similarly, if Lessee believes any action taken or charges incurred by Lessor is not within usual and necessary maintenance and should not be included in the CAM Charges, the Lessee shall provide Lessor with 20 days written notice with the details of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amountsmatter, and all damagesLessor and Lessee shall use their best efforts to mutually resolve the matter, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part if not, proceed to comply arbitration in accordance with the terms Section 20 of this Lease. In the event of nonpayment by Tenant order to provide for current monthly payments of Additional Rent Landlord Rent, Lessor shall have all submit to Lessee a written statement of Lessor's estimate of the rights CAM Charges for that lease year, which estimate shall be reasonably based upon last year's CAM charges and remedies with respect thereto as Landlord has for nonpayment of rent. The reasonably based on current cost increases ("Estimated Additional Rent"); and based on the Estimated Additional Rent, Lessee shall pay the Additional Rent due hereunder shall be paid to Landlord or Landlord's agent in monthly installments with the Rent. Within thirty (i30) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar lease year or more frequently (the "Applicable Year") during the Term, Lessor shall provide Lessee with the actual CAM Charges (the "Actual CAM Charges") which shall then become the CAM Charges for the immediately succeeding year; and if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said the Additional Rent itemspaid by the Lessee for the Applicable Year exceeded the Actual CAM Charges, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in the excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any shall be credited toward payment of the terms, covenants and conditions next installment of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Leaseto be paid by Lessee, and if the term hereof shall expire or shall otherwise terminate on a day other Additional Rent was less than the last day of a calendar yearActual CAM Charges for the Applicable Year, the actual Additional deficiency will be paid by Lessee to Lessor with the next Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54payment.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsItems. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the commencement date Term, Tenant's Share of the term sum of this Lease(x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord in addition to one-twelfth (1/12th) of the Basic Rent estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year, will vary From Landlord's prior estimate, Landlord may revise the estimate for such year and as notify Tenant only once during the July month of such year of the revised estimate (and Additional Rent shall thereafter be payable based on the following:revised estimate). (a3) Tenant's proportionate share As soon as reasonably practicable after the end of all the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses and Additional Rent for the operationyear, management, maintenance and repair the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within thirty (30) days after receipt of the Building (including common areas same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall provide Tenant with reasonable verification of the Buildingfigures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. If the parties are unable to resolve such dispute in good faith within thirty (30) and Common Areas days, then either party may submit the matter to binding arbitration pursuant to Sections 1280 et seq. of the Complex California Code of Civil Procedure. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which a timely manner relieve Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure obligation to pay such amounts, and all damages, reasonable costs and expenses which any amounts due Landlord may incur by reason of default of Tenant or failure based on Landlord's statement. (4) If Tenant's part to comply with Additional Rent as finally determined for the terms of this Lease. In year exceeds the event of nonpayment total payments made by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlordon account thereof, Tenant shall pay to Landlord monthly, in advance, the deficiency within thirty (30) days of Tenant's prorata share receipt of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of statement. If the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated total payments made by Tenant in excess of Landlordon account thereof exceed Tenant's actual expenditures for said Additional Rent items. The respective obligations of Landlord and as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this paragraph shall survive Lease. For any partial calendar year at the expiration beginning or other termination end of the term Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, and if Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the term hereof shall expire or shall otherwise terminate on a day other than the last day case may be, within ten (10) days after Tenant's receipt of a calendar year, the actual Additional Rent incurred Landlord's final statement for the calendar year in which this Lease terminates, the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual difference between Tenant's Additional Rent for such calendar that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year and during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be prorated adjusted accordingly. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the proportion amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shall be reduced to equal the Taxes for the year in which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54decrease occurs.

Additional Rent. Beginning with the commencement date Alt 1: Percentage Rent: Commencement Date Through percent ( %) of the term Gross Sales exceeding a Breakpoint of this Lease$ Through percent ( %) of Gross Sales exceeding a Breakpoint of $ Through percent ( %) of Gross Sales exceeding a Breakpoint of $ Through percent ( %) of Gross Sales exceeding a Breakpoint of $ Through percent ( %) of Gross Sales exceeding a Breakpoint of $ Prorations of Breakpoints for Partial Lease Years, and prorations for Lease Years containing two different Breakpoints for different periods, shall be as described in Article 3. Alt 2: Common Area Assessment. Tenant shall also pay to Landlord as “Additional Rent”, upon demand, an amount equal to its “Pro Rata Share” (which for purposes of this Lease shall be a fraction, the numerator of which is the square footage of the Premises and the denominator of which is the total square footage of the building in addition to which the Basic Rent and as Additional Rent the following: Premises are located) of all expenses incurred by Landlord for (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12Common Area Maintenance, and (b) Tenant's proportionate share of all insurance premiums relating to on the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex building in which the Premises are located as set forth in Paragraph 7and the Common Areas, and (c) taxes and assessments for the Premises and all improvements constructed thereon, and (d) maintenance and repair of the building in which the Premises are located and the Common Areas of the Premises. Tenant shall pay a monthly amount equal to Landlord’s estimate of such annual costs, which Landlord has initially determined to be [$ ] per month, and which Tenant shall pay in advance, on the first day of each month during the Term. Not less often than once every twelve months, Landlord shall provide to Tenant a statement of such costs, and with such statement a reconciliation of the monthly estimate of Tenant’s Pro Rata Share as appropriate, with any excess or deficiency being applied or added to Tenant’s next installment of Additional Rent. All charges, costs and expenses, other sums which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with under the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord Lease shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall also be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other as Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Rent.

Additional Rent. Beginning There may be instances under this Agreement where Tenant may be required to pay additional charges to Landlord. All such charges are considered additional rent under this Agreement and will be paid with the commencement next regularly scheduled rent payment. Landlord has the same rights and Tenant has the same obligations with respect to additional rent as they do with rent. Utilities. Tenant is responsible for payment of all utility and other services for the Premises. Security Deposit. Upon signing this Agreement, Tenant will pay a security deposit in the amount of to Landlord. The security deposit will be retained by Landlord as security for Tenant’s performance of its obligations under this Agreement. The security deposit may not be used or deducted by Tenant as the last month’s rent of the Term.Tenant will be entitled to a full refund of the security deposit if Tenant returns possession of the Premises to Landlord in the same condition as accepted, ordinary wear and tear excepted. Within days after the termination of this Agreement, Landlord will return the security deposit to Tenant (minus any amount applied by Landlord in accordance with this section). Any reason for retaining a portion of the security deposit will be explained in writing. The security deposit will not bear interest while held by Landlord in accordance with applicable state laws and/or local ordinances. Landlord’s Failure to Give Possession. In the event Landlord is unable to give possession of the Premises to Tenant on the start date of the term Term, Landlord will not be subject to any liability for such failure, the validity of this LeaseAgreement will not be affected, and the Term will not be extended. Tenant shall pay to will not be liable for rent until Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair gives possession of the Building (including common areas Premises to Tenant. Holdover Tenancy. Unless this Agreement has been extended by mutual written agreement of the Building) and Common Areas of Parties, there will be no holding over past the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with Term under the terms of this LeaseAgreement under any circumstances. If it becomes necessary to commence legal action to remove Tenant from the Premises, the prevailing Party will be entitled to attorney’s fees and costs in addition to damages. Use of Premises. The Premises will be occupied only by Tenant and Tenant’s immediate family and used only for residential purposes. Tenant will not engage in any objectionable conduct, including behavior which will make the Premises less fit to live in, will cause dangerous, hazardous or unsanitary conditions or will interfere with the rights of others to enjoy their property. Tenant will be liable for any damage occurring to the Premises and any damage to or loss of the contents thereof which is done by Tenant or Tenant’s guests or invitees. Condition of the Premises. Tenant has examined the Premises, including the appliances, fixtures and furnishings, and acknowledges that they are in good condition and repair, normal wear and tear excepted and accepts them in its current condition. Maintenance and Repairs. Tenant will maintain the Premises, including the grounds and all appliances, fixtures and furnishings, in clean, sanitary and good condition and repair. Tenant will not remove Landlord’s appliances, fixtures, or furnishings from the Premises for any purpose. If repairs other than general maintenance are required, Tenant will notify Landlord for such repairs. In the event of nonpayment default by Tenant, Tenant will reimburse Landlord for the cost of Additional Rent any repairs or replacement. Reasonable Accommodations. Landlord agrees to comply with all applicable laws providing equal housing opportunities, including making reasonable accommodations for known physical or mental limitations of qualified individuals with a disability, unless undue hardship would result. Tenant is responsible for making Landlord aware of any such required accommodations that are reasonable and will not impose an undue hardship. If Tenant discloses a disability and requests an accommodation, Landlord has the right to have a qualified healthcare provider verify the disability if the disability is not readily apparent, and Landlord has the right to use the qualified healthcare provider verifying the disability as a resource for providing the reasonable accommodation. Sex Offender Registry. Pursuant to law, information about specified registered sex offenders is made available to the public. Tenant understands and agrees that Tenant is solely responsible for obtaining any and all information contained in the state or national sex offender registry for the area surrounding the Premises, which can be obtained online or from the local sheriff’s department or other appropriate law enforcement officials. Depending on an offender’s criminal history, this information will include either the address at which the offender resides or the community of residence and zip code in which he or she resides. Compliance. Tenant agrees to comply with all applicable laws, ordinances, requirements and regulations of any federal, state, county, municipal or other authority. Mechanics’ Lien. Tenant understands and agrees that Tenant and anyone acting on Tenant’s behalf do not have the right to file for mechanic’s liens or any other kind of liens on the Premises. Tenant agrees to give actual advance notice to any contractors, subcontractors or suppliers of goods, labor or services that such liens are invalid. Tenant further agrees to take the additional steps necessary to keep the Premises free of any and all liens that may result from construction completed by or for Tenant. Subordination. With respect to the Premises, this Agreement is subordinate to any mortgage that now exists, or may be given later by Landlord. Alterations. Tenant will not make any alteration, addition or improvement to the Premises without first obtaining Landlord’s written consent. Any and all alterations, additions or improvements to the Premises are without payment to Tenant and will become Landlord’s property immediately on completion and remain on the Premises, unless Landlord requests or permits removal, in which case Tenant will return that part of the Premises to the same condition as existed prior to the alteration, addition or improvement. Tenant will not change any existing locks or install any additional locks on the Premises without first obtaining Landlord’s written consent and without providing Landlord a copy of all keys. Smoking. Smoking of any kind is strictly prohibited on any part of the Premises. This prohibition applies to Tenant and any visitor, guest or other occupant on the Premises. Pets. Tenant is not allowed to have or keep any pets, even temporarily, on any part of the Premises. The unauthorized presence of any pet will subject Tenant to penalties, damages, deductions and/or termination of this Agreement. Properly trained service animals that provide assistance to individuals with disabilities may be permitted on the Premises with the prior written consent of Landlord, which shall have not be unreasonably withheld. Tenant will be responsible for the costs of de-fleaing, deodorizing and/or shampooing all or any portion of the Premises if a pet has been on the Premises at any time during the Term (whether with or without written consent of Landlord). Fire and Casualty. If the Premises are damaged by fire or other serious disaster or accident and the Premises becomes uninhabitable as a result, Tenant may immediately vacate the Premises and terminate this Agreement upon notice to Landlord. Tenant will be responsible for any unpaid rent or will receive any prepaid rent up to the day of such fire, disaster or accident. If the Premises are only partially damaged and inhabitable, Landlord may make full repairs and will do so within a prompt and reasonable amount of time. At the discretion of Landlord, the rent may be reduced while the repairs are being made. Liability. Landlord is not responsible or liable for any loss, claim, damage or expense as a result of any accident, injury or damage to any person or property occurring anywhere on the Premises, unless resulting from the negligence or willful misconduct of Landlord. Renter’s Insurance. Tenant is required to obtain, and maintain at all times during the Term, a renter’s insurance policy with a minimum of $100,000.00 personal liability coverage. Tenant will name Landlord as an interested party or additional insured. Tenant will provide Landlord with a certificate or proof of insurance upon request. Assignment and Subletting. Tenant will not assign this Agreement as to any portion or all of the Premises or make or permit any total or partial sublease or other transfer of any portion or all of the Premises. Insurance Requirements. Tenant will not do or permit to be done any act or thing that will increase the insurance risk under any policy of insurance covering the Premises. If the premium for such policy of insurance increases due to a breach of Tenant’s obligations under this Agreement, Tenant will pay the additional amount of premium as additional rent under this Agreement. Right of Entry. Landlord or its agents may enter the Premises at reasonable times to inspect the Premises, to make any alternations, improvements or repairs or to show the Premises to a prospective tenant, buyer or lender. In the event of an emergency, Landlord may enter the Premises at any time. Surrender. Tenant will deliver and surrender to Landlord possession of the Premises immediately upon the expiration of the Term or the termination of this Agreement, clean and in as good condition and repair as the Premises was at the commencement of the Term, reasonable wear and tear excepted. Default. In the event of any default under this Agreement, Landlord may provide Tenant a notice of default and an opportunity to correct such default. If Tenant fails to correct the default, other than a failure to pay rent or additional rent, Landlord may terminate this Agreement by giving a day written notice. If the default is Tenant’s failure to timely pay rent or additional rent as specified in this Agreement, Landlord may terminate this Agreement by giving a day written notice to Tenant. After termination of this Agreement, Tenant remains liable for any rent, additional late, costs, including costs to remedy any defaults, and damages under this Agreement. Remedies. If this Agreement is terminated due to Tenant’s default, Landlord may, in addition to any rights and remedies with respect thereto as Landlord has for nonpayment of rentavailable under this Agreement and applicable law, use any dispossession, eviction or other similar legal proceeding available in law or equity. The Additional Rent due hereunder Subordination. This Agreement and Tenant’s right under it shall be paid subject and subordinate to Landlord the lien, operation and effect of each existing or Landlord's agent (i) within five days for taxes and insurance and within thirty days for future mortgage, deed of trust, ground lease and/or any other similar instrument of encumbrance covering any or all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end Premises, if any, and each renewal, modification, consolidation, replacement or extension thereof. Condemnation. If all or substantially all of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended the Premises are covered by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in a condemnation including the performance exercise of any power of eminent domain by a governmental authority, this Agreement shall terminate on the date possession of the termsPremises is taken by the condemning authority, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant all rent under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and Agreement shall be prorated and paid to such date. Landlord is entitled to collect from the condemning authority the entire amount of any award made in any proceeding. Tenant waives any right, title or interest which Tenant may have to any such award and agrees to not make any claim for the proportion which Term of this Agreement. Hazardous Materials. Tenant shall not keep on the number Premises any item of days in such calendar year preceding such expiration a dangerous, flammable, or termination bears to 365. See Paragraph 54explosive character that might unreasonably increase the danger of fire or explosion on the Premises or that might be considered hazardous or extra hazardous by any responsible insurance company.

Additional Rent. Beginning with the commencement date Commencement Date of the term Term of this Lease, Tenant shall pay to Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's ’s proportionate share of all Taxes relating to the Complex and Premises as set forth in Paragraph 1213, and (b) Tenant's ’s proportionate share of all insurance premiums and deductibles relating to the ComplexComplex and Premises, as set forth in Paragraph 15, 17. and (c) Tenant's ’s proportionate share of expenses for the operation, management, maintenance maintenance, and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentRent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's Landlords agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's ’s agent setting forth such Additional Rent (notwithstanding anything to the contrary herein, Landlord shall not be required to submit ongoing monthly statements to Tenant reflecting amounts owed as Additional Rent) and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 one hundred twenty (120) days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's ’s sole and absolute discretion, discretion as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in Landlord may withhold any amount thereof required to cure Tenant’s default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent itemsItems. The respective obligations Within thirty (30) days after receipt of Landlord’s reconciliation, Tenant shall have the right, at Tenant’s sole expense, to audit, at a mutually convenient time at Landlord’s office, Landlord’s records specifically limited to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Tenant shall submit to Landlord a complete copy of said audit at no expense to Landlord and Tenant under this paragraph shall survive a written notice stating the expiration or other termination results of the term of this Leasesaid audit, and if such notice by Tenant and the term hereof shall expire or shall otherwise terminate on a day other than respective audit reveals that Landlord has overcharged Tenant, and the last day of a calendar yearaudit is not challenged by Landlord, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates amount overcharged shall be determined credited to Tenant’s account within thirty (30) days after completion of Landlord’s review and settled on the basis approval of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54said audit.

Additional Rent. Beginning All charges payable by Lessee other than Rent are called "Additional Rent" shall be paid with the commencement next monthly installment of Rent. The term "rent" shall mean Rent and Additional Rent. The Lessee shall pay annually that portion of any increase in real estate taxes, property and casualty insurance and maintenance fees for the Property and building on which the Leased Premises is a part over the amount of such amounts assessed against the land and the building for the calendar year 1966 which the total number of square feet of floor space in the Leased Premises compared to the total number of square feet of the floor space in the entire building. The Lessor shall furnish the Lessee with a property authenticated statement of the real estate taxes, property and casualty insurance and maintenance fees for the calendar year 1996 and with a receipted bill ▇▇▇ the aforesaid expenses for any subsequent year in which an increased amount has been paid. Any annual increase in the maintenance fees shall be limited to the annual percentage increase in the cost of living index for January of each year. The Lessor shall notify the Lessee of the total increase in real estate taxes on or before November 15 of each year and the Lessor shall notify the Lessee of any other increases within fifteen (15) days of the effective date of the term required increase. Any annual increase in the real estate taxes, property and casualty insurance and maintenance fees shall be paid in four equal quarterly payments commencing within fifteen (15) days after written notice thereof by Lessor. Lessor agrees that Lessee shall have the right at Lessee's sole cost and expense to contest the legality or validity of any taxes or assessments or other public charges which are to be paid by Lessee by Lessee pursuant to this Lease, Tenant shall pay to Landlord in addition to the Basic Rent ; and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's any such contest the failure on the part of the Lessee to pay any such amountstax, and all damages, reasonable costs and expenses which Landlord may incur by reason of assessment or other charge prior to the aforesaid date thereof shall not constitute a default of Tenant or failure on Tenant's part to comply with the terms of this Leasehereunder. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) Lessor further agrees at the option request of LandlordLessee to execute or to join in the execution of any instrument or document necessary in connection with any such contest, Tenant shall pay but at no expense to Landlord monthlyLessor. However, by virtue of any such contest made by Lessee, Lessee agrees in advance, Tenant's prorata share of an amount estimated by Landlord no way to permit any lien to be Landlord's approximate average monthly expenditure filed against the property for such Additional Rent items, which estimated amount shall be reconciled within 120 days of any delinquency and agrees to properly bond the end of each calendar year or more frequently same if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant lien is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54filed.

Additional Rent. Beginning with the commencement date ▇▇▇▇ of the term of this Lease, Tenant shall Shall pay to Landlord landlord in addition to the Basic basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, . as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) ); and Common Areas of the Complex in which the Premises are located as set se' forth in Paragraph 7, and (d) All charges, costs and expenses, expenses which Tenant is required to pay hereunder, hereunder together with all interest and penalties, penalties costs and expenses expends including attorneys' attorneys fees and legal expenses, expense that may accrue thereto in the event of Tenant's failure to pay such amounts, amounts and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part pan to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days after for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Landlord Tenant shall pay to Landlord landlord monthly, in advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year year, or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, demand any amount of actual expenses expended by Landlord in excess of said estimated amount, amount or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's Landlord s actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with (1) Commencing on the commencement date Commencement Date and continuing throughout the Term of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and Landlord, as "Additional Rent the following: (a) Rent", Tenant's proportionate share Share of all the sum of Operating Costs and the Taxes relating to for each calendar year, or portion thereof, occurring during the Complex as set forth in Paragraph 12, and Term (b) except that Tenant's proportionate share Share of all insurance premiums relating to estimated Operating Costs and the Complex, as set forth in Paragraph 15, and (c) Taxes for the first full calendar month of the Term shall be paid upon Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms execution of this Lease. In ). (2) Prior to the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights Commencement Date and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid thereafter prior to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if year. Landlord so elects to do so at shall notify Tenant of Landlord's sole estimate of Operating Costs and absolute discretion, the Taxes to be paid as compared to Landlord's actual expenditure for said a component of Additional Rent itemsfor the following calendar year. 6 WEST\225501828.8 (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement (the "Statement") with Tenant paying respect to Landlordsuch year, upon demandshowing Operating Costs, and any amount of actual expenses expended by Landlord in excess of said estimated amountother Additional Rent for the year, or Landlord crediting to Tenant (providing Tenant is not in default in and the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated total payments made by Tenant in excess of with respect thereto. Unless Tenant raises any objections to Landlord's actual expenditures for said Additional Rent itemsStatement within ninety (90) days after receipt of the same. The respective obligations Tenant shall have no right thereafter to audit Landlord's books and records with respect to such Statement. If Tenant does object to such Statement within the requisite time period, then Landlord shall provide Tenant with reasonable verification of the figures shown on the Statement and the parties shall negotiate in good faith to resolve any disputes. If after such negotiations Landlord and Tenant under this paragraph cannot agree upon the amount of Operating Costs, then Tenant shall survive have the expiration right to have a certified public accountant (at Tenant's sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or other termination delayed), audit and/or review Landlord's books and records relating to the Statement and the calculation of Operating Costs for the year in question (the "Independent Review"). The results of any such Independent Review shall be binding on Landlord and Tenant, unless Landlord elects, within sixty (60) days of receipt of the term results of this Leasethe Independent Review, and if to initiate legal proceedings to resolve any disputes regarding conclusions in the term hereof shall expire or shall otherwise terminate on a day other than Independent Review that Landlord does not accept. If the last day of a calendar year, Independent review and/or any legal proceedings with respect thereto show that the actual Additional Rent incurred Operating Costs actually paid by Tenant for the calendar year in which question exceeded Tenant's obligations for such calendar yeai. Tenant may offset such excess against Rent due under the term hereof expires or otherwise terminates Lease or, if no rent remains due. Landlord shall be determined and settled on pay the basis excess to Tenant within fifteen (15) days after final determination of the statement Operating Costs after deducting all other amounts due Landlord. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant's payments of actual Additional Rent Operating Costs for such calendar year were less than Tenant's obligation for the calendar year, Tenant shall pay the deficiency to the Landlord within fifteen (15) days after final determination of the Operating Costs. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant has overpaid Operating Costs for the year in question by more than five percent (5%), then Landlord shall reimburse Tenant for all reasonable costs paid by Tenant to the firm performing the Independent Review. Operating Costs for the calendar years in which Tenant's obligation to share therein begins and ends shall be prorated in prorated. Any failure of Landlord to deliver Landlord's Statement as provided herein shall not reUeve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's Statement, so long as the proportion which the number of days in such Statement for any calendar year preceding such expiration or termination bears to 365is delivered not later than nine (9) months after the end of the calendar year. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant does not timely object thereto as permitted under subparagraph (3) above. See Paragraph 54Tenant shall pay Landlord the deficiency within five (5) days of Tenant's receipt of Landlord's Statement. If, however, Tenant 7 WEST\225501828.8

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, ; and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas area of the Buildingbuilding) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs cots and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this the Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from form Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year years or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant Tenants in excess of Landlord's actual expenditures for said Additional Rent itemsItems. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expense. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expenses to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account with in thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise other wise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with The Basic Rent shall be absolutely net to Landlord so that this Lease shall yield, net to Landlord, the commencement date Basic Rent specified in Section 3.1A in each year of the term Term of this Lease and that all Impositions, insurance premiums, utility charges, maintenance, repair and replacement expenses (other than those required hereunder to be paid by Landlord), payments or charges under covenants, conditions and restrictions now or hereafter of record, all expenses relating to compliance with laws, and all other costs, 1 For example, if the change in the Indirect Lighting specifications results in a $50,000.00 cost savings, then the annual Basic Rent will be reduced by $5,250.00 (being the product of (i) $50,000.00 multiplied by (ii) 0.105). If the change in the Indirect Lighting specifications results in a $50,000.00 cost increase, then the annual basic rent will be increased by $5,250.00 (being the product of (i) $50,000.00 multiplied by (ii) 0.105. fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the Demised Premises (excepting only Landlord’s portion of the proration of real estate taxes and special assessments for the first and last years of the Term of this Lease referred to in Section 5.1 and certain taxes of Landlord referred to in the last sentence of Section 5.3 of this Lease, Tenant shall pay to Landlord in addition to ) which may arise or become due during the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur Term or by reason of default events occurring during the Term shall be paid or discharged by Tenant, at Tenant’s sole cost and expense. The obligations of Tenant or failure on Tenant's part the parties with respect to comply with the terms of this Leasepayment for the costs related to Landlord Items is controlled by Section 8.7 and not by the immediately preceding sentence. In the event of nonpayment Tenant fails to pay or discharge any imposition, insurance premium, utility charge, maintenance repair or replacement expense which it is obligated to pay or discharge, Landlord may, but shall not be obligated to pay the same, and in that event Tenant shall immediately reimburse Landlord therefor and pay the same as additional rent (all charges payable by Tenant of other than Basic Rent, however denoted, are hereinafter collectively referred to as “Additional Rent”), and Tenant hereby agrees to indemnify, defend and save Landlord harmless from and against such impositions, 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 referred to above. Basic Rent and Additional Rent Landlord shall have all the rights and remedies with respect thereto are sometimes hereinafter collectively referred to as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54“Rent”.

Additional Rent. Beginning with All rent not defined. as base rent shall he considered "Additional Rent". In addition to the commencement date of the term of this LeaseBase Rent specified above, Tenant shall pay to the Landlord an amount which Landlord shall Estimate for the cost of all personal property and real property (real estate) taxes and assessments attributable to the building and the operation thereof, all insurance as specified in this Lease and all maintenance of the building in order to keep it in good operational condition, this rent is also called NNN. The sum of the expenses shall be estimated by Landlord each year and divided by 12 then divided by three (3 units) and Tenant shall pay such rent along with his base rent. Landlord shall also be entitled to such other sums due in excess of the base rent which shall also be titled Additional Rent as specified in the Lease. As of the signing of this lease annual real estate taxes are to be determined at the beginning of each calendar year. NNN Items. Included in the NNN items are all expenses related to the operation of the building, including ail taxes levied against the building, insurance and maintenance, legal and professional fees, charges by any city authority, sidewalk improvements, and any other expense not considered a capital expense incurred by Landlord in addition to operating the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12property. In addition, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event the actual NNN Expenses exceed the budgeted NNN Expense payments, Tenant shall pay the difference within thirty (30) days of Tenant's failure written notice by Landlord. Landlord will give the appropriate credit if the budgeted NNN Expense exceeds the actual. In addition, Tenant shall be responsible for obtaining and maintaining insurance sufficient to protect Landlord as outlined below. In the event the NNN charges have been underestimated by Landlord, he may present a ▇▇▇▇ to Tenant and Tenant shall pay such amounts▇▇▇▇ within 10 days. Exclusions from NNN items. None Maintenance Portion of NNN Items included. Tenant, shall perform maintenance on the building and therefore avoid payment of the maintenance portion of the NNN directly to Landlord. To the extent Tenant fails to perform the maintenance of the property Landlord may perform such maintenance and ▇▇▇▇ Tenant for the cost of same. Tenant shall keep in good order, condition and repair the Premises and every part thereof, (regardless of whether the damaged portion of the Premises or the means of repairing the same are accessible to Lessee) including, without limiting the generality of the foregoing, all plumbing, heating, air conditioning, ventilating, electrical and lighting facilities and equipment within or about the Premises, fixtures, interior walls and interior surfaces of exterior walls. ceilings, windows, doors, plate glass, showcases, skylights, entrances and vestibules located within or about the Premises and all sidewalks, including prompt snow removal as required by the City and County of Denver, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure signs located on Tenant's part to comply with the terms of this Leasebuilding. In the event of nonpayment 00 any fine or charge assessed by Tenant the City and County of Additional Rent Landlord shall have all Deliver or it's subdivisions for failure to maintain the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord building or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlordsidewalks, Tenant shall promptly pay the same. If Lessee fails to Landlord monthlyperform Lessee's obligations under this section Lessor or his agents or contractors may at Lessor's option enter upon the Premises, after ten (10) days' prior written notice to Lessee. and put the same in advancegood order, Tenant's prorata share condition and repair. and the cost thereof together with interest thereon at the rate of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount 18% per annum shall be reconciled within 120 days due and payable as additional rent to Lessor together with Lessee's next rental installment. Landlord shall be entitled to a fee of 20% of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance cost of any repairs or maintenance performed by Landlord. Insurance Portion of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54NNN Items.

Additional Rent. Beginning with the commencement date Commencement Date of the term Term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex and Premises as set forth in Paragraph 1213, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the ComplexComplex and Premises, as set forth in Paragraph 1517, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance maintenance, and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentRent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 one hundred twenty (120) days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demandwithin thirty days after delivery by Landlord to Tenant of a written reconciliation identifying the amount to be paid, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsItems. The respective obligations Within thirty (30) days after receipt of Landlord and Landlord's reconciliation, Tenant under this paragraph shall survive have the expiration right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records specifically limited to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate third party on a day other than contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the last day of a calendar yearaudit is not challenged by Landlord, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates amount overcharged shall be determined and settled on credited to Tenant's account within thirty (30) days after the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54audit is concluded.

Additional Rent. Beginning with the commencement date of the term of this Lease, Taxes (1) Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if portion thereof during the Term Tenant’s share of Taxes that are due and payable during such period. (2) Landlord so elects to do so at Landlord's sole shall furnish Tenant a statement showing the Taxes payable for the then current calendar year and absolute discretion, as compared Tenant’s share of such Taxes. Tenant shall pay the same to Landlord's actual expenditure for said Additional Rent items, with on or before the later of (i) the fifteenth business day following receipt of Landlord’s statement or (ii) the day which is twenty calendar days prior to the latest date on which Taxes may be paid without incurring a penalty or late charge, provided that if any penalty, late charge or interest is imposed or payable on any Taxes solely by reason of Tenant’s failure to pay Tenant’s Share of Taxes within the time required, Tenant paying to Landlordshall, upon demand, any amount reimburse Landlord for such penalty, late charge or interest. (3) If Tenant in the exercise of actual expenses expended by its reasonable judgment believes that Taxes are excessive because of improper valuations, tax rates or special assessments and should be contested, and Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not contesting Taxes for such year, then Tenant shall have the right to contest with reasonable diligence the Taxes and to deduct all reasonable out of pocket costs relating to the contest from any refund obtained from such contest. Tenant shall be entitled to collect the entire refund, except to the extent that the refund applies to taxes attributable to a period that precedes or follows, in default whole or in part, the performance of Term, in which case the refund shall be pro rated accordingly. Tenant shall use reasonable diligence in pursuing any of the termssuch tax contest, covenants and conditions of this Leaseincluding any settlement thereof; provided, however, (a) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph agree to consult with the other prior to commencing any such tax contest; and (b) neither Landlord nor Tenant shall survive settle any such tax contest without the expiration or other termination approval of the term other, which may be given or withheld in the approving party’s reasonable discretion. Tenant acknowledges and agrees that the Developer’s Agreement requires Landlord and Tenant to sign and deliver to the City and be bound by the terms of this Leasethat certain Cost Certification attached to the Developer’s Agreement as Exhibit M, which, among other things, certifies that the sum of all construction costs for the Premises (including land, building, development costs and if the term hereof shall expire tenant improvements, but not trade-specific fixtures or shall otherwise terminate on a day other than the last day relocation costs), shall, upon issuance of a calendar yearCertificate of Completion (defined in the Developer’s Agreement), be $13,275,000 and further, requires the actual Additional Rent incurred for parties to agree not to assert certain factual matters more particularly set forth in the calendar year in Cost Certification, all of which the term hereof expires or otherwise terminates shall be determined and settled may have a bearing on the basis assessed value of the statement Premises and the outcome of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54any tax appeal.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may my accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may my incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has ha for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (or if the Lease is terminated, then as a net refund to Tenant) (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent itemsItems, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations Within thirty (30) days after receipt of Landlord and Landlord's reconciliation, Tenant under this paragraph shall survive have the expiration right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate third party on a day other than contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the last day of a calendar yearaudit is not challenged by Landlord, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates amount overcharged shall be determined and settled on credited to Tenant's account within thirty (30) days after the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54audit is concluded.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's ’s proportionate share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant’s proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b3) Tenant's ’s proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c4) Tenant's ’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney’s fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. Within 90 days after receipt of Landlord’s statement setting forth actual expenditures for Additional Rent items (the “Statement”), Tenant shall have the right to audit at Landlord’s local offices, at Tenant’s expense, Landlord’s accounts and records relating to Additional Rent. Such audit shall be conducted by a certified public accountant approved by Landlord, which approval shall not be unreasonably withheld. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be paid to Tenant within 30 days after the audit is concluded. In addition, if the Statement exceeds the actual Additional Rent which should have been charged to Tenant by more than 5%, the reasonable cost of the audit shall be paid by Landlord. Tenant’s payment for such Additional Rent as of the commencement of the Term of this Lease shall be Three Thousand Three Hundred Seven and 08/100 ($3,307.08) Dollars per month ($0.93 x 3,556 s.f. = $3,307.08). Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54INITIAL HERE INITIAL HERE

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date Commencement Date of the term Term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex and Premises as set forth in Paragraph 1213, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the ComplexComplex and Premises, as set forth in Paragraph 1517, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance maintenance, and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentRent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent (notwithstanding anything to the contrary herein, Landlord shall not be required to submit ongoing monthly statements to Tenant reflecting amounts owed as Additional Rent) and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 one hundred twenty (120) days of the end of each calendar year or more frequently if Initial:__________ Multi Tenant/Complex BUILDING: Westport 5 PROPERTY: 30-0105 UNIT: 3 LEASE ID: 0105-GUPT01-01 Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in Landlord may withhold any amount thereof required to cure Tenant's default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsItems. The respective obligations Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records specifically limited to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Tenant shall submit to Landlord a complete copy of said audit at no expense to Landlord and Tenant under this paragraph shall survive a written notice stating the expiration or other termination results of the term of this Leasesaid audit, and if such notice by Tenant and the term hereof shall expire or shall otherwise terminate on a day other than respective audit reveals that Landlord has overcharged Tenant, and the last day of a calendar yearaudit is not challenged by Landlord, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates amount overcharged shall be determined credited to Tenant's account within thirty (30) days after completion of Landlord's review and settled on the basis approval of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54said audit.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: : (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, . Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with Commencing upon the commencement date of the term of this LeaseRent Commencement Date, Tenant shall pay to Landlord all charges and other amounts required to be paid by Tenant under this Lease as additional rent ("Additional Rent") including, without limitation, the amounts specified below. Landlord shall have the same remedies for a default in addition the payment of Additional Rent as for a default in the payment of Base Rent. Commencing upon the Commencement Date, Tenant shall pay to Landlord (or pay directly as specified in the Basic Rent and applicable Article of this Lease) as Additional Rent the following: (a1) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share Proportionate Share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas Area of the Complex in which the Premises are located as set forth in Paragraph 7, andArticle 10; (d2) Tenant's Proportionate Share of all utilities relating solely to the Common Area set forth in Article 13; (3) Tenant's Tax Share of all Real Property Taxes relating to the Complex as set forth in Article 14 and accruing after June 30, 1996 and prior to the Termination Date; (4) Tenant's Proportionate Share of all insurance premiums relating solely to the Common Area, as set forth in Article 19; (5) A management fee equal to one percent (1%) of Base Rent. (6) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including including, without limitation, attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, amounts and all damages, damages and reasonable costs and expenses which Landlord may incur by reason of default an Event of Tenant or failure on Default by Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have pay all the rights and remedies with respect thereto as Landlord has for nonpayment of rentReal Property Taxes accruing prior to July 1, 1996. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share all costs of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole insurance and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred utilities for the calendar year period prior to the Rent Commencement Date in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54accordance with Article 11.

Additional Rent. Beginning with the commencement date Commencement Date of the term Term of this Lease, Tenant shall pay to Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share ’s Proportionate Share of all Taxes relating to the Complex and Premises as set forth in Paragraph 1213, and (b) Tenant's proportionate share ’s Proportionate Share of all insurance premiums and deductibles relating to the ComplexComplex and Premises, as set forth in Paragraph 1517, and (c) Tenant's proportionate share ’s Proportionate Share of expenses for the operation, management, maintenance maintenance, and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All prorated costs and expenses related to the Ardenwood Property Owners’ Association as set forth in Paragraph 47 (“Association Dues”). (e) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Rent.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses expenses; including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated pro rated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's proportionate share of all Taxes All taxes relating to the Complex Premises as set forth in Paragraph 12, and (b2) Tenant's proportionate share of all All insurance premiums relating to the ComplexPremises, as set forth in Paragraph 15, and (c3) Tenant's proportionate share of All expenses for the operation, management, maintenance and repair of the Building (including common areas of the Buildingbuilding) and Common Areas of the Complex in which Premises and all other areas of the Premises are located as set forth in Paragraph 7, and (d4) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an the amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not then in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with Assignor and Assignee each acknowledge and agree that Assignee shall, at its sole cost and expense, be responsible for verifying the commencement date Operating Expenses, electricity charges and Real Estate Taxes (collectively, such items are hereinafter referred to as the "Additional Rent") for the calendar years 2000, 2001 and 2002 pursuant to Sections 11 and 12 of the term of this Lease, Tenant shall pay attributable to Landlord in addition that portion of the Leased Premises delivered to Assignee during the Basic Rent calendar years 2001 and as Additional Rent 2002, respectively. Notwithstanding the following: foregoing, Assignee agrees to (a) Tenant's proportionate share perform its review of all Taxes relating to the Complex as set forth such Additional Rent for such calendar years in Paragraph 12good faith, and (b) Tenant's proportionate share with Assignor any information obtained by Assignee as a result of all insurance premiums relating to the Complexsuch review, as set forth in Paragraph 15, and (c) Tenant's proportionate share provide Assignor with copies of expenses for the operationall documents and correspondence between Assignee and Landlord with respect to such Additional Rent, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required resolve and/or settle any dispute regarding such Additional Rent in a commercially reasonable manner consistent with the resolution of any dispute concerning Additional Rent attributable to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto other space leased by Assignee in the event Building, except for such differences arising from different rights and differing expenses and charges under the Lease and the lease for other space leased by Assignee in the Building respectively. Assignor shall cooperate with Assignee in connection with Assignee's review of TenantAdditional Rent statements, including, without limitation, providing Assignee with access to Assignor's failure books and records with respect to pay such amountsAdditional Rent under the Lease. Assignee shall, within fifteen (15) business days after receipt of any refund from Landlord, return to Assignor the (i) the full amount of any refunds obtained from Landlord with respect to Additional Rent which are attributable to the Leased Premises for the calendar year 2000, and all damages, reasonable costs (ii) proportionate amount of any refunds obtained from Landlord with respect to Additional Rent which are attributable to that portion of the Leased Premises for the portion of calendar years 2001 and expenses 2002 which Landlord may incur by reason occurs prior to the date of default delivery to Assignee of Tenant or failure on Tenant's part to comply possession of the applicable portion of the Leased Premises in accordance with the terms of this LeaseAssignment (the "Delivery Date"). In Notwithstanding the event foregoing, Assignee shall be entitled to deduct from any refund received for such calendar years the actual reasonable costs incurred by Assignee in connection with the verification of nonpayment by Tenant such Additional Rent. Upon Assignor's request, Assignee shall provide Assignor with bills, receipts or other reasonable documentation evidencing such costs. Notwithstanding the foregoing, Assignee shall deliver to Assignor, promptly after receipt of the same from Landlord, copies of all statements relating to Additional Rent Landlord shall have all the rights and remedies (x) with respect thereto as Landlord has to any or all of the Leased Premises, for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of period through the end of each calendar year 2001 and the tax year 2001, 2002, or more frequently if Landlord so elects (y) with respect to do so any portion of the Leased Premises for which the Delivery Date occurs after December 31, 2001, for the period prior to such Delivery Date. If Assignor disputes any items on such statements relating to Additional Rent in respect of the periods set forth in (x) and (y) above, Assignee shall cooperate with Assignor and shall in good faith exercise such rights as it has to dispute such items in accordance with the provisions of the Lease, at LandlordAssignor's sole cost and absolute discretionexpense (provided, as compared however, that if any such dispute relates to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in a period during which the performance of any parties each occupied the applicable portion of the termsLeased Premises, covenants then the parties shall share the costs and conditions of this Lease) expenses proportionately). Assignor shall have the right to have a representative present at all meetings and discussions with the Landlord which relate to any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said dispute regarding such Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54Rent.

Additional Rent. Beginning with the commencement date of the term of this LeaseCommencement Date, Tenant shall pay to Landlord Landlord, in addition to the Basic Rent and as Rent, the following additional amounts ("Additional Rent the following:Rent"): (a1) Tenant's proportionate share ("Tenant's Share") as specified in Paragraph 1.F, of all Real Property Taxes relating to the Complex Complex, as set forth in Paragraph 1214, and and (b2) Tenant's proportionate share Share of all property insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c3) Tenant's proportionate share Share of expenses for the operation, management, maintenance and repair of the Building (including common areas Common Areas of the Building) and Common Areas of the Complex in which the Premises are located located, as set forth in Paragraph 79, and and (d4) The sums required to reimburse Landlord for the cost of repairs and maintenance to the Premises, as set forth in Paragraph 12; and (5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including without limitation attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentBasic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of in an amount reasonably estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) applying any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsitems to Basic Rent and/or Additional Rent next becoming due. The respective obligations of Landlord and Tenant under this paragraph Paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof Lease Term shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof Lease Term expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses expenses, which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of for rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants convenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's Tenants proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are as located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and, (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata pro rata share of an any amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, amount ,or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount reasonably estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar calender year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with (a) With respect to the commencement date of Suite 1114 Premises and the term of this LeaseSuite 1214 Premises, in addition to Base Rent for each such premises, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: at times hereinafter specified in this Amendment (ai) Tenant's proportionate share of all Taxes relating to the Complex ’s Suite 1114 Adjusted Share and Tenant’s Suite 1214 Adjusted Share (each as set forth in Paragraph 12, and (bdefined below) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operationSuite 1114 Premises and the Suite 1214 Premises respectively, managementof Operating Expenses (as defined in the Existing Lease) for (A) the 9714 Building, maintenance (B) the South Campus and repair (C) the Project, (ii) the Property Management Fee (as defined in the Existing Lease), and (iii) any other amounts that Tenant assumes or agrees to pay under the provisions of the Building (Lease that are owed to Landlord, including common areas of the Building) any and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, other sums that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur become due by reason of any default of Tenant or failure on Tenant's ’s part to comply with the terms agreements, terms, covenants and conditions of this Leasethe Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. In To the event extent that Tenant uses more than Tenant’s Pro Rata Share of nonpayment by any item of Operating Expenses related to the Suite 1114 Premises or the Suite 1214 Premises, Tenant shall pay Landlord for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of Additional Rent Landlord shall have all Operating Expenses (such excess, together with Tenant’s Pro Rata Share, “Tenant’s Suite 1114 Adjusted Share” and “Tenant’s Suite 1214 Adjusted Share” respectively). (b) With respect to the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of LandlordSuite 1114 Premises, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of on the end first day of each calendar year month of the Term, as Additional Rent, commencing on the Suite 1114 Premises Term Commencement Date, (i) the Property Management Fee, and (ii) Landlord’s good faith estimate of Tenant’s Suite 1114 Adjusted Share of Operating Expenses with respect to the 9714 Building, the South Campus and the Project for such month. (c) With respect to the Suite 1214 Premises, Tenant shall pay to Landlord on the first day of each calendar month of the Term, as Additional Rent, commencing on the Suite 1214 Premises Term Commencement Date, (i) the Property Management Fee, and (ii) Landlord’s good faith estimate of Tenant’s Suite 1214 Adjusted Share of Operating Expenses with respect to the 9714 Building, the South Campus and the Project for such month. (d) Tenant shall not be responsible for Operating Expenses with respect to the Suite 1114 Premises or more frequently the Suite 1214 Premises with respect to any time period prior to the Suite 1114 Premises Term Commencement Date or the Suite 1214 Premises Term Commencement Date, respectively; provided, however, that if Landlord so elects shall permit Tenant possession of the Suite 1114 Premises or the Suite 1214 Premises prior to do so at Landlord's sole and absolute discretionthe Suite 1114 Premises Term Commencement Date or the Suite 1214 Premises Term Commencement Date, respectively, except as otherwise provided in Section 10(c) below, Tenant shall be responsible for Tenant’s Suite 1114 Adjusted Share or Tenant’s Suite 1214 Adjusted Share (as applicable) of Operating Expenses from such earlier date of possession (the applicable term commencement date or such earlier date, as compared applicable, the “Expense Trigger Date”); and provided, further, that Landlord may annualize certain Operating Expenses incurred prior to Landlord's actual expenditure the applicable Expense Trigger Date over the course of the budgeted year during which the applicable Expense Trigger Date occurs, and Tenant shall be responsible for said Additional Rent itemsthe annualized portion of such Operating Expenses corresponding to the number of days during such year, commencing with Tenant paying to Landlordthe applicable Expense Trigger Date, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing for which Tenant is not in default in otherwise liable for Operating Expenses with respect to the performance Suite 1114 Premises or the Suite 1214 Premises, as applicable, pursuant to the Lease. Tenant’s responsibility for Tenant’s Adjusted Share of any Operating Expenses with respect to the Suite 1114 Premises and the Suite 1214 Premises, as applicable, shall continue to the latest of (i) the terms, covenants and conditions date of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this LeaseLease with respect to the Suite 1114 Premises and the Suite 1214 Premises, respectively, (ii) the date Tenant has fully vacated the Suite 1114 Premises and the Suite 1214 Premises, respectively, and (c) if termination of the term hereof shall expire or shall otherwise terminate on Lease is due to a day other than default by Tenant, the last day date of rental commencement of a calendar year, the actual Additional Rent incurred replacement tenant. Operating Expenses for the calendar year in which Tenant’s obligation to share therein commences and for the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and in which such obligation ceases shall be prorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums that are incurred for an extended time period shall be prorated based upon the time periods to which they apply so that the amounts attributed to the Suite 1114 Premises and the Suite 1214 Premises, as applicable, relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses. (e) Notwithstanding anything in the proportion Existing Lease to the contrary, in the event Tenant’s Pro Rata Share of Operating Expenses, excluding Uncontrollable Operating Expenses (defined below), with respect to the Suite 1114 Premises or Suite 1214 Premises, as applicable, increases by more than five percent (5%) annually (after the first anniversary of the Suite 1114 Premises Term Commencement Date or the Suite 1214 Premises Term Commencement Date, respectively), Tenant shall not be obligated to pay for any Tenant’s Pro Rata Share of Operating Expenses, excluding Uncontrollable Operating Expenses (defined below), with respect to the Suite 1114 Premises or Suite 1214 Premises, as applicable, in excess of such five percent (5%) increase (except to the extent that Tenant uses more than its Pro Rata Share of such Operating Expense, as provided in Section 9(a) above). For the purposes of this Section, “Uncontrollable Operating Expenses” shall mean the costs of utilities, inspection fees and other costs required by any Government Authority for continued compliance with Applicable Laws or to comply with Applicable Laws which are first applicable to the number of days 9712 Building, the 9714 Building, the South Campus and/or the Project (as applicable) after the applicable Term Commencement Date with respect to the Suite 1114 Premises or Suite 1214 Premises, snow removal, Real Estate Taxes (as defined in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54the Existing Lease) and insurance.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's ’s proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's ’s proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's ’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' ’ fees and legal expenses, that may accrue thereto in the event of Tenant's ’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's ’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's ’s agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's ’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's ’s prorata share of an any amount estimated by Landlord to be Landlord's ’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole ’s sold and absolute discretion, as compared to Landlord's ’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount amounts of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's ’s actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on or Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate appropriate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent itemsItems. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest Interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata prorate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlordlandlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or of termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the commencement date Term Tenant's Share of the term sum of this Lease(x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord in addition one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the Basic Rent estimate for such year (and as Additional Rent shall thereafter be payable based on the following:revised estimate). (a3) Tenant's proportionate share As soon as reasonably practicable after the end of all the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses and Additional Rent for the operationyear, management, maintenance and repair the total payments made Tenant with respect thereto. Unless Tenant raises any objections to Landlord's statement within ninety (90) days after receipt of the Building (including common areas same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall provide Tenant with reasonable verification of the Building) figures shown on the statement and Common Areas the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to ▇▇▇▇▇▇▇▇'s statement and resolution of any dispute shall not postpone the Complex time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver ▇▇▇▇▇▇▇▇'s statement in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which a timely manner relieve Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure obligation to pay such amounts, and all damages, reasonable costs and expenses which any amounts due Landlord may incur by reason of default of Tenant or failure based on Landlord's statement. (4) If Tenant's part to comply with Additional Rent as finally determined for the terms of this Lease. In year exceeds the event of nonpayment total payments made by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlordon account thereof, Tenant shall pay to Landlord monthly, in advance, the deficiency within fifteen (15) days of Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess receipt of Landlord's actual expenditures for said statement. If the total payments made Tenant on account thereof exceed ▇▇▇▇▇▇'s Additional Rent items. The respective obligations of Landlord and as finally determined for the year, ▇▇▇▇▇▇'s excess payment shall be credited toward the rent next due from Tenant under this paragraph shall survive Lease. For any partial calendar year at the expiration beginning or other termination end of the term Term, Additional Rent shall be prorated on the basis of a 365-day year by computing ▇▇▇▇▇▇'s Share of the increase in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, and if Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the term hereof shall expire or shall otherwise terminate on a day other than the last day case may be within ten (10) days after ▇▇▇▇▇▇'s receipt of a calendar year, the actual Additional Rent incurred Landlord's final statement for the calendar year in which this Lease terminates, the term hereof expires difference between ▇▇▇▇▇▇'s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise terminates changed, Tenant's Additional Rent shall be determined and settled adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the statement amount the Taxes for the year would have been in the absence of actual the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such calendar year decrease occurs and all subsequent periods, Base Taxes shall be prorated reduced to equal the Taxes for the year in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54decrease occurs.

Additional Rent. Beginning with the commencement date of the term of this Leasethisease, Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 180 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant Tenant's account (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease, in which case such amount shall be held by Landlord as a credit for Tenant's account until such default has been cured) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, . Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expanses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this Lease, . Tenant shall pay to Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent the following: (a) Tenant's proportionate share of all All Taxes relating to the Complex Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Premises, as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' reasonable attorneys fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar calender year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amountamount within thirty (30) days after delivery by Landlord to Tenant of a written reconciliation identifying the amount to be paid, or Landlord crediting refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. If a net refund is due Tenant, Landlord shall credit Tenant's account accordingly within thirty (30) days of said reconciliation. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar calender year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar calender year and shall be prorated in the proportion which the number of days in such calendar calender year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date second (2nd) month of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following: (a1) Tenant's proportionate share Proportionate Share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant's Proportionate Share of all Taxes relating to the Complex as set forth in Paragraph 12, and (b3) Tenant's proportionate share Proportionate Share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, and (c4) Tenant's proportionate share Proportionate Share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, which expenses shall be consistent with expenses of similar first (1st) class buildings in the San Mateo/▇▇▇▇▇▇ City/Redwood Shores market area, and (d5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' attorney's fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of at the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items. Such reconciliation shall be provided to Tenant in writing ("Landlord's Statement") no later than Ninety (90) days following the end of each such calendar year. Subject to Tenant's audit rights described below, with Tenant paying shall pay to Landlord, upon demandwithin thirty (30) days of receipt of Landlord's Statement, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting shall refund to Tenant within 30 days (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Tenant's payment for such Additional Rent as of the second (2nd) month of the Lease Term shall be [$.93 per rentable square foot] per month, which amounts to Twenty Seven Thousand Seven Hundred Forty Four and 69/100 Dollars ($27,744.69) per month. Landlord and Tenant acknowledge and agree that such amount includes all the expenses for Additional Rent items identified in paragraph 4(D) (1) through (5) above, as of the commencement date of the Lease term. Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.

Additional Rent. Beginning with the commencement date of the term of this LeaseCommencement Date, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the followingfollowing additional amounts: (a1) Tenant's proportionate share of all Taxes relating to Operating Expenses in the Complex as amounts set forth in Paragraph 12Paragraphs 1.E and 9, and (b2) Tenant's proportionate share of all insurance premiums relating to Utility Costs in the Complex, as amounts set forth in Paragraph 15Paragraphs 1.F and 13, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (d3) All charges, costs and expenses, which expenses that Tenant is required to pay hereunderunder this Lease, together with all interest and penalties, costs and expenses including without limitation attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rentBasic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) agent, at the option of Landlord, Tenant shall pay directly to Landlord monthlythe designated recipient thereof, as and when such amounts are due, in advance, accordance with statements or invoices presented to Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph Paragraph shall survive the expiration or other termination of this Lease. In the term event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent, at the option of Landlord, directly to the designated recipient thereof, as and when such amounts are due, in accordance with statements or invoices presented to Tenant. The obligations of Tenant under this Paragraph shall survive the expiration or other termination of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. See Paragraph 54.